Sec Form 4 Filing - SCHEIBLER LUKAS @ ACUCELA INC. - 2016-08-17

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 SCHEIBLER LUKAS 2. Issuer Name and Ticker or Trading Symbol ACUCELA INC. [ M??????] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP of Research & Development (Last) (First) (Middle) C/O ACUCELA INC., 1301 SECOND AVE., SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2016 (Street) SEATTLE, WA98101 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 ( 1 ) 08/17/2016 M 31,962 A $ 0 ( 2 ) 31,962 D Common Stock ( 1 ) 08/18/2016 S 31,962 ( 3 ) D $ 10.81 ( 3 ) 0 D

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 Restricte d Stock Unit ( 2 ) 08/17/2016 M 31,962 ( 4 ) ( 4 ) Common Stock 31,962 $ 0 95,885 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHEIBLER LUKAS C/O ACUCELA INC. 1301 SECOND AVE., SUITE 4200 SEATTLE, WA98101 EVP of Research & Development Signatures /s/ John E. Gebhart as attorney-in-fact for Lukas Scheibler 08/18/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The issuer's common stock trades on the Tokyo Stock Exchange under the symbol referenced in the issuer's registration statement on Form S-1 (File No. 333-192900). ( 2 )Each restricted stock unit (RSU) represents a contingent right to receive (1) share of the issuer's common stock upon settlement. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date. ( 3 )The shares were sold at a price of 1082 Japanese Yen. The U.S. per share price in this Column 4 reflects the average of the buy and sell Japanese Yen-to U.S. Dollar exchange rates on the transaction date divided by the number of shares sold. These shares were sold in multiple transactions at prices ranging from 1054 to 1120 Japanese Yen, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 4 )On August 17, 2015, the reporting person was granted 127,847 RSUs, four year vesting period, with twenty-five percent (25%) of the RSUs vesting on August 17, 2016, and the remainder vesting thereafter ona monthly pro-rata basis, such that 100% of the RSUs are vested on August 17, 2019, subject to the reporting person's continuing employment through the applicable vesting date.

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).

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