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 *

ROGERS MICHAEL W
2. Issuer Name and Ticker or Trading Symbol

EyePoint Pharmaceuticals, Inc. [ EYPT ]
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 EYEPOINT PHARMACEUTICALS, INC., 480 PLEASANT STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2018
(Street)

WATERTOWN, MA 02472
(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   11/15/2018     M    100000   A $1.13   112500   (1) 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)   $1.13   11/15/2018     M         100000    11/18/2009   11/18/2018   Common Stock   100000   $0.00   0   D    

Explanation of Responses:
(1)  Consists of (i) 100,000 shares of common stock, par value $0.001 per share, of EyePoint Pharmaceuticals, Inc. (the "Company") acquired upon exercise of the stock option as described above and (ii) 12,500 shares of common stock of the Company underlying certain deferred stock units ("DSUs") previously awarded to the reporting person, with each DSU representing the right to receive one share of common stock of the Company. These DSUs vested in full on June 27, 2018 and will be settled solely in shares of the Company's common stock upon the earliest to occur of: (i) the reporting person's termination of service on the Company's Board of Directors and (ii) the occurrence of a "change in control" (as defined in the applicable award agreement) that constitutes a "change in the ownership or effective control of" the Company or "a change in the ownership of a substantial portion of the assets of" the Company, in each case, as determined under Section 409A of the Internal Revenue Code of 1986,

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROGERS MICHAEL W
C/O EYEPOINT PHARMACEUTICALS, INC.
480 PLEASANT STREET
WATERTOWN, MA 02472
X



Signatures
/s/ John Mercer, Attorney-in-Fact 11/16/2018
** 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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