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 *
LeBel Carl
  2. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [OTIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last)
(First)
(Middle)
C/O OTONOMY, INC., 6275 NANCY RIDGE DRIVE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2016
(Street)

SAN DIEGO, CA 92121
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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)
Code V Amount (A) or (D) Price
Common Stock 11/18/2016   M   3,543 A $ 6.33 13,001 D  
Common Stock 11/18/2016   M   5,626 A $ 3.17 18,627 D  
Common Stock 11/18/2016   S(1)   9,169 D $ 18.0721 (2) 9,458 D  
Common Stock 11/21/2016   M   1,456 A $ 3.17 10,914 D  
Common Stock 11/21/2016   S(1)   1,456 D $ 18.065 (2) 9,458 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 6.33 11/18/2016   M     3,543   (3) 06/30/2024 Common Stock 3,543 $ 0 31,891 (4) D  
Employee Stock Option (right to buy) $ 3.17 11/18/2016   M     5,626   (5) 11/19/2020 Common Stock 5,626 $ 0 14,259 (4) D  
Employee Stock Option (right to buy) $ 3.17 11/21/2016   M     1,456   (5) 11/19/2020 Common Stock 1,456 $ 0 12,803 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LeBel Carl
C/O OTONOMY, INC.
6275 NANCY RIDGE DRIVE, SUITE 100
SAN DIEGO, CA 92121
      Chief Scientific Officer  

Signatures

 /s/ Eric J. Loumeau, by power of attorney   11/22/2016
**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) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(2) The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $17.95 to $18.20 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(3) One-fourth of the shares subject to the option vested on April 23, 2015 and one forty-eighth of the shares vest monthly thereafter.
(4) In addition to the remaining options to purchase 44,694 shares of common stock as set forth in Table II, the Reporting Person also holds options to purchase up to an aggregate of 239,392 shares of common stock, which options vest according to their terms.
(5) One-fourth of the shares subject to the option vested on November 19, 2011 and one forty-eighth of the shares vest monthly thereafter.

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