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 *

Ianchulev Tsontcho
2. Issuer Name and Ticker or Trading Symbol

EYENOVIA, INC. [ EYEN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O EYENOVIA, INC., 295 MADISON AVENUE, SUITE 2400
3. Date of Earliest Transaction (MM/DD/YYYY)

3/24/2020
(Street)

NEW YORK, NY 10017
(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, par value $.0001 3/24/2020  P  82431 A$2.27 (1)508679 D  
Common Stock, par value $.0001         606667 I By Private Medical Equity, Inc. (2)
Common Stock, par value $.0001         6000 I By The Meliora Trust (2)
Common Stock, par value $.0001         453333 I By PME Investor Services Eyenovia, LLC (2)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class A Warrant $2.27 (3)3/24/2020  P   41216 (4)   3/24/2020 3/24/2021 Common Stock 41216  (1)41216 D  
Class B Warrant $2.724 (3)3/24/2020  P   61823 (4)   3/24/2020 3/24/2025 Common Stock 61823  (1)61823 D  
Stock Option (right to buy) $1.95            (5)7/7/2027 Common Stock 267370  267370 D  
Stock Option (right to buy) $6.20            (6)7/24/2028 Common Stock 124210  124210 D  
Stock Option (right to buy) $3.11            (7)8/16/2029 Common Stock 183703  183703 D  
Stock Option (right to buy) $1.24           3/23/2015 3/23/2025 Common Stock 140000  140000 I By Private Medical Equity, Inc. (2)

Explanation of Responses:
(1) On March 24, 2020, the Reporting Person purchased Units from the Issuer in a private placement, with each Unit consisting of (a) one share of the Issuer's common stock, (b) a Class A Warrant representing the right to acquire 0.5 shares of the Issuer's common stock and (c) a Class B Warrant representing the right to acquire 0.75 shares of the Issuer's common stock. The purchase price for each Unit was $2.42625 of which $2.27 was for the share of the Issuer's common stock, $0.06250 was for the Class A Warrant and $0.09375 was for the Class B Warrant.
(2) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(3) The exercise price per share of the Issuer's common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events.
(4) The number of shares of Issuer common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events.
(5) The option became exercisable as to 11,140 shares on August 7, 2017 and becomes exercisable in equal 11,140 share amounts on each of the 35 one-month anniversaries thereafter.
(6) This option is fully vested.
(7) One-third of the option becomes exercisable on August 16, 2020 and the remaining shares underlying the option become exercisable in equal increments on each of the 24 one-month anniversaries thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ianchulev Tsontcho
C/O EYENOVIA, INC.
295 MADISON AVENUE, SUITE 2400
NEW YORK, NY 10017
XXChief Executive Officer

Signatures
/s/ S. Halle Vakani, Attorney-in-Fact3/26/2020
**Signature of Reporting PersonDate

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