Sec Form 4 Filing - ORBIMED ADVISORS LLC @ 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 ORBIMED ADVISORS LLC 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) 601 LEXINGTON AVENUE, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2019 (Street) NEW YORK, NY10022 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 3,370,786 A 3,523,204 I See Footnote ( 2 ) ( 3 ) Common Stock 02/19/2019 C 333,178 A 3,856,382 I See Footnote ( 2 ) ( 3 ) Common Stock 02/19/2019 C 383,746 A 4,240,128 I See Footnote ( 2 ) ( 3 )

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 3,370,786 ( 1 ) ( 1 ) Common Stock 3,370,786 $ 0 0 I See Footnote ( 2 ) ( 3 ) Series BB Convertible Preferred Stock ( 1 ) 02/19/2019 C 333,178 ( 1 ) ( 1 ) Common Stock 333,178 $ 0 0 I See Footnote ( 2 ) ( 3 ) Series CC Convertible Preferred Stock ( 1 ) 02/19/2019 C 383,746 ( 1 ) ( 1 ) Common Stock 383,746 $ 0 0 I See Footnote ( 2 ) ( 3 ) Series AA Warrant (right to buy) $ 0.04 03/20/2017 03/20/2027 Common Stock 106,617 106,617 I See Footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X Orbimed ROF II LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X Signatures /s/ Douglas Coon 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 )These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 3 )This report on Form 4 is jointly filed by GP VI, OrbiMed ROF II LLC ("ROF II") and Advisors. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. GP VI and Advisors have designated a representative, Jonathan T. Silverstein, a member of Advisors, to serve on the Company's board of directors. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. ( 4 )These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). ROF II is the sole general partner of ORO II, and Advisors, a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of ROF II. By virtue of such relationships, ROF II and Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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