Sec Form 4 Filing - Savel Robert Michael II @ OTONOMY, INC. - 2018-01-19

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 Savel Robert Michael II 2. Issuer Name and Ticker or Trading Symbol OTONOMY, INC. [ OTIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technical Officer (Last) (First) (Middle) C/O OTONOMY, INC., 4796 EXECUTIVE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2018 (Street) SAN DIEGO, CA92121 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

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 Employee Stock Option (right to buy) $ 34.12 01/19/2018 D 30,000 ( 1 ) 12/10/2024 Common Stock 30,000 ( 2 ) 0 ( 3 ) D Employee Stock Option (right to buy) $ 14.44 01/19/2018 D 5 5,000 ( 4 ) 02/28/2026 Common Stock 55,000 ( 5 ) 0 ( 3 ) D Employee Stock Option (right to buy) $ 14 01/19/2018 D 50,000 ( 6 ) 03/05/2027 Common Stock 50,000 ( 7 ) 0 ( 3 ) D Employee Stock Option (right to buy) $ 5.675 01/19/2018 A 20,000 ( 8 ) 01/18/2026 Common Stock 20,000 ( 2 ) 20,000 ( 3 ) D Employee Stock Option (right to buy) $ 5.675 01/19/2018 A 36,666 ( 9 ) 01/18/2026 Common Stock 36,666 ( 5 ) 36,666 ( 3 ) D Employee Stock Option (right to buy) $ 5.675 01/19/2018 A 33,333 ( 10 ) 01/18/2026 Common Stock 33,333 ( 7 ) 33,333 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Savel Robert Michael II C/O OTONOMY, INC. 4796 EXECUTIVE DRIVE SAN DIEGO, CA92121 Chief Technical Officer Signatures /s/ Paul E. Cayer, by power of attorney 01/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One-fourth (1/4) of the shares subject to the option vest on December 11, 2015 and one forty-eighth (1/48) of the shares vest monthly thereafter. ( 2 )On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 30,000 shares of common stock granted to the Reporting Person on December 11, 2014. In exchange, the Reporting Person received an option grant for 20,000 shares of common stock with exercise price of $5.675 per share. ( 3 )In addition to the options acquired and disposed of as set forth in Table II, the Reporting Person currently holds options to purchase up to anaggregate of 112,041 shares of common stock, which options vest according to their terms. ( 4 )One-fourth (1/4) of the shares subject to the option vest on March 1, 2017 and one forty-eighth (1/48) of the shares vest monthly thereafter. ( 5 )On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 55,000 shares of common stock granted to the Reporting Person on March 1, 2016. In exchange, the Reporting Person received an option grant for 36,666 shares of common stock with exercise price of $5.675 per share. ( 6 )One-fourth (1/4) of the shares subject to the option vest on March 6, 2018 and one forty-eighth (1/48) of the shares vest monthly thereafter. ( 7 )On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 50,000 shares of common stock granted to the Reporting Person on March 6, 2017. In exchange, the Reporting Person received an option grant for 33,333 shares of common stock with exercise price of $5.675 per share. ( 8 )Of the 20,000 total shares subject to the option, 17,917 shares vest on January 19, 2019. Of the remaining 2,083 shares subject to the option, one-third(1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter. ( 9 )Of the 36,666 total shares subject to the option, 21,388 shares vest on January 19, 2019. Of the remaining 15,278 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter. ( 10 )Of the 33,333 total shares subject to the option, 11,111 shares vest on January 19, 2019. Of the remaining 22,222 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter.

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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