SEC Form 4 · accession 0001209191-19-011346

AVEDRO INC · AVDR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jonathan Silverstein

Director · 10% Owner

Period of report

Feb 19, 2019

Accepted (ET)

Feb 19, 2019 · 7:18 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001343304

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Feb 19, 2019	C	3,370,786	—	A	3,523,204	I	See Footnote
Common Stock^F1,F2,F3	Feb 19, 2019	C	333,178	—	A	3,856,382	I	See Footnote
Common Stock^F1,F2,F3	Feb 19, 2019	C	383,746	—	A	4,240,128	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series AA Convertible Preferred Stock^F2,F3,F1	—	Feb 19, 2019	C	3,370,786	D	—	—	Common Stock	3,370,786	0	I
Series BB Convertible Preferred Stock^F2,F3,F1	—	Feb 19, 2019	C	333,178	D	—	—	Common Stock	333,178	0	I
Series CC Convertible Preferred Stock^F2,F3,F1	—	Feb 19, 2019	C	383,746	D	—	—	Common Stock	383,746	0	I
Stock Option (right to buy)^F4	$12.73	Feb 19, 2019	A	8,314	A	—	Jan 8, 2029	Common Stock	8,314	8,314	D

Explanation of responses

F1Each share of Series AA Convertible Preferred Stock, Series BB Convertible Preferred Stock and Series CC Convertible Preferred Stock was convertible at any time, at the option of the holder, into Common Stock, on a one-for-one basis, had no expiration date and converted into shares of Common Stock upon the closing of the Issuer's initial public offering.
F2These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors.
F3Each of GP VI, Advisors, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F4One hundred percent (100%) of the shares subject to the option shall vest on the earlier of (x) June 1, 2020 and (y) the first anniversary of the first annual meeting of the Issuer's stockholders following the Issuer's initial public offering, subject to the Reporting Person continuing to provide service through such date.