SEC Form 3 · accession 0001567619-19-006040

OCULAR THERAPEUTIX, INC · OCUL

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

Reporting owner

SUMMER ROAD LLC

10% Owner

Period of report

Feb 21, 2019

Accepted (ET)

Mar 4, 2019 · 5:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001393434

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $0.0001 par value per share^F1,F2	holding	—	—		—	3,804,788	I	By Family Client

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Senior Subordinated Convertible Notes^F1,F2,F3	—	holding	—	—	—	Mar 1, 2019	Mar 1, 2026	Common Stock, $0.0001 par value per share	5,769,232	—	I

Explanation of responses

F1Reporting Person also reports beneficial ownership pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D filed with the Securities and Exchange Commission on March 4, 2019. Reporting Person is a family office of the same family under Investment Advisers Act of 1940 Rule 202(a)(11)(G)-1 (the "Family Office Rule"). Pursuant to investment management agreements ("IMAs") between itself and its "Family Clients" (as defined in the Family Office Rule), Reporting Person exercises voting and dispositive power with respect to the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), held by each of the Family Clients.
F2Represents securities beneficially owned by Reporting Person through IMAs entered into with two Family Clients. Of the securities as to which this Form 3 is filed by Reporting Person, Cap 1 LLC, a Family Client of Reporting Person ("Cap 1") is the record owner of 3,177,300 shares of Common Stock and Senior Subordinated Convertible Notes convertible into 5,769,232 shares of Common Stock. Cap 1 is wholly owned by Crystal Fiduciary Company, LLC, as Trustees of the 1974 Irrevocable Trust A FBO BS and RSS. Reporting Person has no pecuniary interest in the securities beneficially owned by the Family Clients of Reporting Person.
F3The maturity date of each of the unsecured senior subordinated convertible notes (the "Notes") is March 1, 2026, unless earlier converted, repurchased or redeemed. Holders of the Notes may, subject to certain conditions, convert all or part of the outstanding principal amount of their Notes into shares of the Common Stock, provided that no conversion results in a holder beneficially owning more than 19.99% of the issued and outstanding Common Stock. The conversion rate for the Notes will initially be 153.8462 shares of the Common Stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $6.50 per share. The conversion rate is subject to adjustment in customary circumstances, such as stock splits or similar changes to the Issuer's capitalization. At its election, the Issuer may choose to make such conversion payment in cash, in shares of Common Stock, or in a combination thereof.