Sec Form 4 Filing - GEBHART JOHN E @ ACUCELA INC. - 2016-11-01

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 GEBHART JOHN E 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) Chief Financial Officer (Last) (First) (Middle) C/O ACUCELA INC., 1301 SECOND AVE., SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2016 (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 ) 11/01/2016 M 7,473 A 16,000 D Common Stock ( 1 ) 11/01/2016 F 3,135 ( 3 ) D $ 9.54 12,865 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 Restricted Stock Unit ( 2 ) 11/01/2016 M 7,473 ( 4 ) ( 4 ) Common Stock 7,473 $ 0 224,182 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GEBHART JOHN E C/O ACUCELA INC. 1301 SECOND AVE., SUITE 4200 SEATTLE, WA98101 Chief Financial Officer Signatures /s/ John Gebhart 11/02/2016 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 reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of RSUs. These shares were not sold by the reporting person. ( 4 )On May 1, 2015, the reporting person was granted 358,692 RSUs, four year vesting period, with twenty-five percent (25%) of the RSUs vesting on 5/1/2016, and the remainder vesting thereafter on a monthly pro-rata basis, such that 100% of the RSUs are vested on 5/1/2019, subject to the reporting person's continued 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).

** 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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