Sec Form 4 Filing - Mehra Anand @ AERIE PHARMACEUTICALS INC - 2015-04-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mehra Anand 2. Issuer Name and Ticker or Trading Symbol AERIE PHARMACEUTICALS INC [ AERI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOFINNOVA VENTURES, 3000 SAND HILL ROAD, 4-250 3. Date of Earliest Transaction (MM/DD/YY) 04/14/2015 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/14/2015 X 150,000 A $ 5 ( 1 ) 916,657 I See footnote ( 2 ) Common Stock 04/14/2015 J( 3 ) 22,066 D $ 5 ( 3 ) 894,591 I See footnote ( 2 ) Common Stock 04/14/2015 S 130,702 D $ 34.0766 763,889 I See footnote ( 2 ) Common Stock 04/15/2015 S 294,298 D $ 33.4487 469,591 I See footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficial ly Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrant (right to buy) $ 5 04/14/2015 X 150,000 ( 4 ) ( 4 ) Common Stock 150,000 $ 0 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mehra Anand C/O SOFINNOVA VENTURES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Signatures /s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra 04/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sofinnova Venture Partners VII, L.P. ("SV VII") net exercised the warrant by its terms, which allowed SV VII to pay the exercise price of the warrant by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price. ( 2 )The securities are owned directly by SV VII. Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, James Healy, Michael Powell and Eric Buatois, the managing members of SV VII LLC, and Anand Mehra, a director of the issuer, may be deemed to have shared voting power and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares held by SV II except to the extent of any pecuniary interest therein. ( 3 )Represents shares withheld by the Issuer in connection with the net exercise of the common stock warrant pursuant to its terms. ( 4 )Prior to the Issuer's initial public offering, SV VII held Series A-4 warrants to purchase shares of the Issuer's Series A-4 convertible preferred stock. Such warrants were exercisable at a price of $1.00 per share at any time during their ten year term (expiration is August 2020), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series A-4 warrants automatically became exercisable for 150,000 shares of the Issuer's common stock at an exercise price of $5.00 per share.

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