Sec Form 4 Filing - ORBIMED ADVISORS LLC @ GRAYBUG VISION, INC. - 2020-09-25

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 GRAYBUG VISION, INC. [ GRAY] 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) 09/25/2020 (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 09/25/2020 P 562,500 A $ 16 562,500 I See footnote ( 1 ) Common Stock 09/29/2020 C 3,600,847 A 4,163,347 I See footnote ( 1 )

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 B Preferred Stock ( 2 ) 09/29 /2020 C 2,754,273 ( 2 ) ( 2 ) Common Stock 2,754,273 ( 2 ) 0 I See footnote ( 1 ) Series C Preferred Stock ( 2 ) 09/29/2020 C 846,574 ( 2 ) ( 2 ) Common Stock 846,574 ( 2 ) 0 I See footnote ( 1 )

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 Capital GP VI LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X Signatures OrbiMed Advisors LLC; By /s/Douglas Coon, Chief Compl Ofcr.OrbiMed Capital GP VI LLC; By /s/Douglas Coon, Chief Compl Ofcr. 09/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held of record by OrbiMed Private Investments VI, L.P. ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI. ( 2 )Each share of the Issuer's Series B Preferred Stock and Series C Preferred Stock automatically converted into 1 share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering for no additional consideration and has no expiration date.

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