Sec Form 4 Filing - Flagship Ventures Fund IV, L.P. @ Eleven Biotherapeutics, Inc. - 2016-09-22

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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
Flagship Ventures Fund IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
Eleven Biotherapeutics, Inc. [ EBIO]
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)
1 MEMORIAL DRIVE, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/22/2016
(Street)
CAMBRIDGE, MA02142
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 09/22/2016 S 112,731 D $ 3.18 ( 4 ) 668,912 D ( 1 )
Common Stock 09/22/2016 S 28,163 D $ 3.18 ( 4 ) 167,288 D ( 2 )
Common Stock 09/22/2016 S 188,367 D $ 3.17 ( 5 ) 480,545 D ( 1 )
Common Stock 09/22/2016 S 47,090 D $ 3.17 ( 5 ) 120,198 D ( 2 )
Common Stock 09/23/2016 S 12,482 D $ 3.16 ( 6 ) 468,063 D ( 1 )
Common Stock 09/23/2016 S 3,118 D $ 3.16 ( 6 ) 117,080 D ( 2 )
Common Stock 09/23/2016 S 41,178 D $ 3.1 ( 7 ) 426,885 D ( 1 )
Common Stock 09/23/2016 S 10,293 D $ 3.1 ( 7 ) 106,787 D ( 2 )
Common Stock 1,833,802 D ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Ventures Fund IV, L.P.
1 MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
Flagship Ventures Fund 2007, L.P.
1 MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
Flagship Ventures Fund IV-Rx, L.P.
1 MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
Flagship Ventures 2007 General Partner LLC
1 MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
Flagship Ventures Fund IV General Partner LLC
1 MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
1 MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
KANIA EDWIN M JR
1 MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
Signatures
FLAGSHIP VENTURES FUND IV, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 09/26/2016
Signature of Reporting Person Date
FLAGSHIP VENTURES FUND 2007, L.P., By: Flagship Ventures 2007 General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 09/26/2016
Signature of Reporting Person Date
FLAGSHIP VENTURES FUND IV-RX, L.P., By: Flagship Ventures Fund IV General Partner LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 09/26/2016
Signature of Reporting Person Date
FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 09/26/2016
Signature of Reporting Person Date
FLAGSHIP VENTURES FUND IV GENERAL PARTNER LLC, By: /s/ Noubar B. Afeyan, Ph.D., Title: Manager 09/26/2016
Signature of Reporting Person Date
/s/ Noubar B. Afeyan, Ph.D. 09/26/2016
Signature of Reporting Person Date
/s/ Edwin M. Kania, Jr. 09/26/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held by Flagship Ventures Fund IV, L.P. ("Flagship IV"). Flagship Ventures Fund IV General Partner LLC ("Flagship IV LLC") is the general partner of Flagship IV. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV. Each of the filing persons, other than Flagship IV, disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 2 )Held by Flagship Ventures Fund IV-Rx, L.P. ("Flagship IV-Rx"). Flagship IV LLC is the general partner of Flagship IV Rx. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship IV LLC. Flagship IV LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship IV-Rx. Each of the filing persons, other than Flagship IV-Rx, disclaims benef icial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 3 )Held by Flagship Ventures Fund 2007, L.P. ("Flagship 2007"). Flagship Ventures 2007 General Partner LLC ("Flagship 2007 LLC") is the general partner of Flagship 2007. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC. Flagship 2007 LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons, other than Flagship 2007, disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
( 4 )The transactions were executed in multiple trades at prices ranging from $3.15 to $3.29. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
( 5 )The transactions were executed in multiple trades at prices ranging from $3.15 to $3.235. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
( 6 )The transactions were executed in multiple trades at prices ranging from $3.15 to $3.16. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
( 7 )The transactions were executed in multiple trades at prices ranging from $3.10 to $3.15. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

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