Edgar Filing: Lichter Jay

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 ^*

Lichter Jay

2. Issuer Name and Ticker or Trading Symbol
OTONOMY, INC. [OTIC]

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 AVALON VENTURES, 1134 KLINE STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2017

(Street)

LA JOLLA, CA 92037

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)
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	08/31/2017		M⁽¹⁾		141,060	A	$ 14.18	2,406,212	I	See Footnote ⁽²⁾
Common Stock	08/31/2017		F⁽¹⁾		108,851	D	$ 18.37	2,297,361	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

11/04/2018

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

12/08/2018

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

01/14/2019

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

04/13/2019

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

07/01/2019

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

10/08/2019

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

12/15/2019

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

01/22/2020

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

04/01/2020

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Warrant to Purchase Common Stock (Right to Buy)

$ 14.18

08/31/2017

M⁽¹⁾

14,106

08/18/2014

05/28/2020

Common Stock

14,106

$ 0

See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lichter Jay C/O AVALON VENTURES 1134 KLINE STREET LA JOLLA, CA 92037	X

Signatures

/s/ Jay Lichter, Ph.D.		09/05/2017
^**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)	On August 31, 2017, Avalon Ventures VIII, L.P. ("Avalon VIII LP") exercised certain warrants to purchase an aggregate of 141,060 shares of the Issuer's common stock at an exercise price of $14.18 per share. Avalon VIII LP paid the exercise price of the warrants on a cashless basis, resulting in the Issuer's withholding of 108,851 of the shares of common stock to pay the exercise price and the issuance to Avalon VIII LP of 32,209 shares.
(2)	The reported securities are held of record by Avalon VIII LP. The Reporting Person is a managing director of Avalon Ventures VIII GP, LLC, the general partner of Avalon VIII LP, and disclaims beneficial ownership of the securities held by Avalon VIII LP except to the extent of any pecuniary interest therein.

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