Sec Form 4 Filing - SHAFFER CHRISTY L @ GRAYBUG VISION, INC. - 2020-09-29

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 SHAFFER CHRISTY L 2. Issuer Name and Ticker or Trading Symbol GRAYBUG VISION, INC. [ GRAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GRAYBUG VISION, INC., 275 SHORELINE DRIVE, SUITE 450 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2020 (Street) REDWOOD CITY, CA94065 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 09/29/2020 C 1,586,490 A 1,586,490 I See footnote ( 2 ) Common Stock 09/29/2020 P 18,750 A $ 16 1,605,240 I See footnote ( 2 )

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 A-2 Preferred Stock ( 1 ) 09/29/2020 C 193,224 ( 1 ) ( 1 ) Common Stock 193,224 ( 1 ) 0 I See footnote ( 2 ) Series B Preferred Stock ( 1 ) 09/29/2020 C 1,242,120 ( 1 ) ( 1 ) Common Stock 1,242,120 ( 1 ) 0 I See footnote ( 2 ) Series C Preferred Stock ( 1 ) 09/29/2020 C 151,146 ( 1 ) ( 1 ) Common Stock 151,146 ( 1 ) 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHAFFER CHRISTY L C/O GRAYBUG VISION, INC. 275 SHORELINE DRIVE, SUITE 450 REDWOOD CITY, CA94065 X Signatures /s/ Frederic Guerard, as Attorney-in-Fact for Christy Shaffer 09/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's Series A-2 Preferred Stock, 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. ( 2 )These securities are held of record by Hatteras Venture Partners IV SBIC, L.P. ("HVP IV SBIC"). Hatteras Venture Advisors IV SBIC, L.L.C. ("HVA IV SBIC") is the general partner of HVP IV SBIC. The managing members of HVA IV SBIC include: Robert Ingram, Douglas Reed, Clay Thorp, John Crumpler and Kenneth Lee. These managing members share voting and dispositive power over the securities directly held by HVP IV SBIC. The Reporting Person is a partner of Hatteras Venture Partners and disclaims beneficial ownership of the securities held by HVP IV SBIC except to the extent of her pecuniary interest therein, if any.

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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