EYEN Eyenovia Inc

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 * ESHELMAN FREDRIC N	2. Issuer Name and Ticker or Trading Symbol EYENOVIA, INC. [ EYEN ]	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 EYENOVIA, INC., 295 MADISON AVENUE, SUITE 2400	3. Date of Earliest Transaction (MM/DD/YYYY) 9/11/2020
(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	9/11/2020		A		7288 (1)	A	$0.00	1292787	D
Common Stock, par value $.0001								319085	I	By Eshelman Ventures 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 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
Stock Option (right to buy)	$3.43	9/11/2020		A		9820		(3)	9/11/2030	Common Stock	9820	$0.00	9820	D
Stock Option (right to buy)	$3.11							(4)	8/16/2029	Common Stock	9057		9057	D
Stock Option (right to buy)	$6.2							(4)	7/24/2028	Common Stock	4465		4655	D
Stock Option (right to buy)	$1.24							3/23/2015	3/23/2025	Common Stock	40000		40000	D
Stock Option (right to buy)	$1.95							(4)	7/7/2027	Common Stock	33334		33334	D

Explanation of Responses:
(1)	Represents restricted stock units that vest on the earlier of September 11, 2021 or the date of the Issuer's 2021 annual meeting of stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors and acceleration upon change in control.
(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 option becomes exercisable on the earlier of September 11, 2021 or the date of the Issuer's 2021 annual meeting of stockholders, subject to the Reporting Person's continued service on the Issuer's Board of Directors and acceleration upon change in control.
(4)	The option is fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ESHELMAN FREDRIC N C/O EYENOVIA, INC. 295 MADISON AVENUE, SUITE 2400 NEW YORK, NY 10017	X

Signatures
/s/ S. Halle Vakani, Attorney-in-Fact		9/15/2020
**Signature of Reporting Person		Date