Sec Form 4 Filing - INTERWEST PARTNERS X LP @ AVEDRO INC - 2019-02-19

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 INTERWEST PARTNERS X LP 2. Issuer Name and Ticker or Trading Symbol AVEDRO INC [ AVDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2710 SAND HILL ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 02/19/2019 C 2,247,190 A 2,348,802 D ( 2 ) Common Stock 02/19/2019 C 222,119 A 2,570,921 D ( 2 ) Common Stock 02/19/2019 C 171,318 A 2,742,239 D ( 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 Beneficially 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 Series AA Convertible Preferred Stock ( 1 ) 02/19/2019 C 2,247,190 ( 1 ) ( 1 ) Common Stock 2,247,190 $ 0 0 D ( 2 ) Series BB Convertible Preferred Stock ( 1 ) 02/19/2019 C 222,119 ( 1 ) ( 1 ) Common Stock 222,119 $ 0 0 D ( 2 ) Series CC Convertible Preferred Stock ( 1 ) 02/19/2019 C 171,318 ( 1 ) ( 1 ) Common Stock 171,318 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other INTERWEST PARTNERS X LP 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X ORONSKY ARNOLD L 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Desai Keval 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X NASR KHALED 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X InterWest Management Partners X, LLC 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures /s/ Karen A. Wilson, Attorney-in-Fact for InterWest Partners X, LP 02/19/2019 Signature of Reporting Person Date /s/ Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky 02/19/2019 Signature of Reporting Person Date /s/ Karen A. Wilson, Attorney-in-Fact for Keval Desai 02/19/2019 Signature of Reporting Person Date /s/ Karen A. Wilson, Attorney-in-Fact for Khaled A. Nasr 02/19/2019 Signature of Reporting Person Date /s/ Karen A. Wilson, Attorney-in-Fact for InterWest Management Partners X, LLC 02/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series AA Convertible Preferred Stock, Series BB Convertible Preferred Stock and Series CC Convertible Preferred Stock was convertible at any time, at the option of the holder, into Common Stock, on a one-for-one basis, had no expiration date and converted into shares of Common Stock upon the closing of the Issuer's initial public offering. ( 2 )The shares are directly held by InterWest Partners X, LP ("InterWest X"). InterWest Management Partners X, LLC ("IMP X") as the general partner of InterWest X may be deemed to beneficially own the shares held by InterWest X. Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP X, and Keval Desai and Khaled A. Nasr are venture members of IMP X. Messrs. Kliman, Oronsky, Desai and Nasr may be deemed to beneficially own the shares held by InterWest X. Each of the foregoing persons disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

Remarks: Gilbert H. Kliman, a Managing Director of IMP X, is also a Director of the Issuer and has filed a separate Form 4 in his own name.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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