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
                                                                                  
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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 *

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 (MM/DD/YYYY)

9/21/2015
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/21/2015     M    4167   A $1.76   13087   (1) D    
Common Stock   9/21/2015     M    17083   A $6.33   30170   D    
Common Stock   9/21/2015     S (2)    21250   D $24.3565   (3) 8920   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $1.76   9/21/2015     M         4167      (4) 12/20/2023   Common Stock   4167   $24.3565   137284   D    
Employee Stock Option (right to buy)   $6.33   9/21/2015     M         17083      (5) 6/3/2024   Common Stock   17083   $24.3565   67956   D    

Explanation of Responses:
( 1)  The Form 4 filed by the Reporting Person on June 2, 2015 reported that there were a total of 389 shares held directly by the Reporting Person. This number did not include the Reporting Person's 8,531 shares acquired prior to the Issuer's initial public offering, also directly held by the Reporting Person. Column 5 of Table I now reflects these additional 8,531 shares.
( 2)  The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plan.
( 3)  The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $23.51 to $25.81 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 within the ranges set forth in footnote (3) to this Form 4.
( 4)  One fourth of the shares subject to the option vested on September 1, 2014 and one forty-eighth of the shares vest monthly thereafter.
( 5)  One fourth of the shares subject to the option vested on April 23, 2015 and one forty-eighth of the shares vest monthly thereafter.

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 9/22/2015
** 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 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).
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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