FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carroll David Francis

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/24/2017 

3. Issuer Name and Ticker or Trading Symbol

Ophthotech Corp. [OPHT]

(Last)        (First)        (Middle)

C/O OPHTHOTECH CORPORATION, ONE PENN PLAZA, 19TH FLOOR

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, CFO and Treasurer /

(Street)

NEW YORK, NY 10119       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (1) 6/30/2026   Common Stock   55000   $52.71   D    
Restricted Stock Units     (2) 6/30/2026   Common Stock   30000     (3) D    
Stock Option (right to buy)     (4) 1/23/2027   Common Stock   38000   $4.50   D    

Explanation of Responses:
(1)  This option was granted on July 1, 2016 and will vest over a four-year period, with 25% of the shares underlying the option vesting on July 1, 2017 and the remainder of the shares vesting in equal monthly amounts thereafter until July 2020, subject to continued service with the Registrant.
(2)  This restricted stock unit award was granted on July 1, 2016 and will vest over a four-year period, with 25% of the shares underlying the restricted stock unit award vesting on each of the first, second, third and fourth anniversaries of the grant date, subject to continued service with the Registrant.
(3)  Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
(4)  This option was granted on January 24, 2017 and will vest over a four-year period, with 25% of the shares underlying the option vesting on January 24, 2018 and the remainder of the shares vesting in equal monthly amounts thereafter until January 2021, subject to continued service with the Registrant.

Remarks:
Exhibit Index: 24.1 Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carroll David Francis
C/O OPHTHOTECH CORPORATION
ONE PENN PLAZA, 19TH FLOOR
NEW YORK, NY 10119


SVP, CFO and Treasurer

Signatures
/s/ David F. Carroll 4/25/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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