Edgar Filing: MCGUIRE TERRANCE

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Polaris Venture Management Co IV LLC

2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ALIM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
May be part of 13(d) group.

(Last)

(First)

(Middle)

C/O POLARIS VENTURE PARTNERS, 1000 WINTER STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010

(Street)

WALTHAM, MA 02451

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2010		C		28,601	A	⁽⁶⁾	28,601	I	See footnote ⁽²⁾ ⁽³⁾
Common Stock	04/27/2010		C		20,650	A	⁽¹⁾	49,251	I	See footnote ⁽²⁾ ⁽³⁾
Common Stock	04/27/2010		C		21,230	A	⁽¹⁾	70,481	I	See footnote ⁽²⁾ ⁽³⁾
Common Stock	04/27/2010		C		10,317	A	⁽¹⁾	80,798	I	See footnote ⁽²⁾ ⁽³⁾
Common Stock	04/27/2010		C		1,620,753	A	⁽¹⁰⁾	1,620,753	I	See footnote ⁽⁴⁾ ⁽⁵⁾
Common Stock	04/27/2010		C		1,101,216	A	⁽¹⁾	2,721,969	I	See footnote ⁽⁴⁾ ⁽⁵⁾
Common Stock	04/27/2010		C		1,132,488	A	⁽¹⁾	3,854,457	I	See footnote ⁽⁴⁾ ⁽⁵⁾
Common Stock	04/27/2010		C		564,198	A	⁽¹⁾	4,418,655	I	See footnote ⁽⁴⁾ ⁽⁵⁾
Common Stock	04/27/2010		P		6,788	A	$ 11	87,586	I	See footnote ⁽²⁾ ⁽³⁾
Common Stock	04/27/2010		P		371,240	A	$ 11	4,789,895	I	See footnote ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽⁶⁾

04/27/2010

28,601 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

28,601

⁽⁶⁾

See footnote ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

04/27/2010

20,650 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

20,650

⁽¹⁾

See footnote ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

04/27/2010

21,230 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

21,230

⁽¹⁾

See footnote ⁽²⁾ ⁽³⁾

Series C-1 Preferred Stock

⁽¹⁾

04/27/2010

10,317 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

10,317

⁽¹⁾

See footnote ⁽²⁾ ⁽³⁾

Series A Preferred Stock

⁽¹⁰⁾

04/27/2010

1,620,753 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

1,620,753

⁽¹⁰⁾

See footnote ⁽⁴⁾ ⁽⁵⁾

Series B Preferred Stock

⁽¹⁾

04/27/2010

1,101,216 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

1,101,216

⁽¹⁾

See footnote ⁽⁴⁾ ⁽⁵⁾

Series C Preferred Stock

⁽¹⁾

04/27/2010

1,132,488 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

1,132,488

⁽¹⁾

See footnote ⁽⁴⁾ ⁽⁵⁾

Series C-1 Preferred Stock

⁽¹⁾

04/27/2010

564,198 ⁽⁷⁾

⁽⁸⁾

⁽⁹⁾

Common Stock

564,198

⁽¹⁾

See footnote ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Polaris Venture Management Co IV LLC C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451		X		May be part of 13(d) group.
SPOON ALAN G C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451		X		May be part of 13(d) group.
Flint Jonathan A C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451		X		May be part of 13(d) group.
MCGUIRE TERRANCE C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451		X		May be part of 13(d) group.
POLARIS VENTURE PARTNERS IV LP C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451		X		May be part of 13(d) group.
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV LP C/O POLARIS VENTURE PARTNERS 1000 WINTER STREET WALTHAM, MA 02451		X		May be part of 13(d) group.

Signatures

/s/ Alan Spoon		04/29/2010
^**Signature of Reporting Person		Date
/s/ Jonathan A. Flint		04/29/2010
^**Signature of Reporting Person		Date
/s/ Terrance G. McGuire		04/29/2010
^**Signature of Reporting Person		Date
/s/ John Gannon, Polaris Venture Management Co. IV, LLC, By: John Gannon, Authorized signatory for Polaris Venture Management Co. IV, LLC		04/29/2010
^**Signature of Reporting Person		Date
/s/ John Gannon, Polaris Venture Partners IV, LP, By: John Gannon, Authorized signatory for Polaris Venture Partners IV, LP		04/29/2010
^**Signature of Reporting Person		Date
/s/ John Gannon, Polaris Venture Partners Entrepreneurs' Fund IV, LP, By: John Gannon, Authorized signatory for Polaris Venture Partners Entrepreneurs' Fund IV, LP		04/29/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each outstanding share of preferred stock automatically converted into 1 share of common stock, immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.
(2)	The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund IV, L.P. ("PVPE IV"). Polaris Venture Management Co. IV, L.L.C. ("PVM IV") is the general partner of PVPE IV. PVM IV disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM IV is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
(3)	Each of Jonathan A. Flint ("Flint"), Terrance G. McGuire ("McGuire") and Alan G. Spoon ("Spoon") are the managing members of PVM IV. Bryce Youngren ("Youngren") holds voting power in the reportable securities owned by PVM IV. Each of Flint, McGuire, Spoon and Youngren disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
(4)	The reportable securities are owned directly by Polaris Venture Partners IV, L.P. ("PVP IV"). PVM IV is the general partner of PVP IV. PVM IV disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM IV is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
(5)	Each of Flint, McGuire Spoon are the managing members of PVM IV. Youngren holds voting power in the reportable securities owned by PVM IV. Each of Flint, McGuire, Spoon and Youngren disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
(6)	27,090 shares of Series A Preferred Stock automatically converted into 28,601 shares of common stock, immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.
(7)	Reflects a 3.4-for-1 reverse stock split, effective as of immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-162782).
(8)	Immediately.
(9)	Not applicable.
(10)	1,535,091 shares of Series A Preferred Stock automatically converted into 1,620,753 shares common stock, immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.

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