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 *
LOUMEAU ERIC J
   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)
GC & Chief Compliance Officer
(Last)
(First)
(Middle)
C/O OTONOMY, INC., 4796 EXECUTIVE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
01/19/2018
(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

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 31.59 01/19/2018   D     100,000   (1) 05/14/2025 Common Stock 100,000 (2) 0 D  
Employee Stock Option (right to buy) $ 14.44 01/19/2018   D     70,000   (3) 02/28/2026 Common Stock 70,000 (4) 0 D  
Employee Stock Option (right to buy) $ 14 01/19/2018   D     50,000   (5) 03/05/2027 Common Stock 50,000 (6) 0 D  
Employee Stock Option (right to buy) $ 5.675 01/19/2018   A   66,666     (7) 01/18/2026 Common Stock 66,666 (2) 66,666 D  
Employee Stock Option (right to buy) $ 5.675 01/19/2018   A   46,666     (8) 01/18/2026 Common Stock 46,666 (4) 46,666 D  
Employee Stock Option (right to buy) $ 5.675 01/19/2018   A   33,333     (9) 01/18/2026 Common Stock 33,333 (6) 33,333 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LOUMEAU ERIC J
C/O OTONOMY, INC.
4796 EXECUTIVE DRIVE
SAN DIEGO, CA 92121		       GC & Chief Compliance Officer  

Signatures

 /s/ Paul E. Cayer, by power of attorney   01/23/2018
**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) One-fourth (1/4) of the total number of shares initially subject to the option vest on May 15, 2016, and one forty-eighth (1/48) of the shares vest monthly thereafter.
(2) On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 100,000 shares of common stock granted to the Reporting Person on May 15, 2015. In exchange, the Reporting Person received an option grant for 66,666 shares of common stock with exercise price of $5.675 per share.
(3) One-fourth (1/4) of the shares subject to the option vest on March 1, 2017 and one forty-eighth (1/48) of the shares vest monthly thereafter.
(4) On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 70,000 shares of common stock granted to the Reporting Person on March 1, 2016. In exchange, the Reporting Person received an option grant for 46,666 shares of common stock with exercise price of $5.675 per share.
(5) One-fourth (1/4) of the shares subject to the option vest on March 6, 2018 and one forty-eighth (1/48) of the shares vest monthly thereafter.
(6) On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 50,000 shares of common stock granted to the Reporting Person on March 6, 2017. In exchange, the Reporting Person received an option grant for 33,333 shares of common stock with exercise price of $5.675 per share.
(7) Of the 66,666 total shares subject to the option, 52,777 shares vest on January 19, 2019. Of the remaining 13,889 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter.
(8) Of the 46,666 total shares subject to the option, 27,222 shares vest on January 19, 2019. Of the remaining 19,444 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter.
(9) Of the 33,333 total shares subject to the option, 11,111 shares vest on January 19, 2019. Of the remaining 22,222 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter.

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