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
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Graves Adrienne L		 2. Issuer Name and Ticker or Trading Symbol

IVERIC bio, Inc. [ ISEE ] 		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 IVERIC BIO, INC., 8 SYLVAN WAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/17/2023
(Street)

PARSIPPANY, NJ 07054		 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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
Restricted Stock Units  (1)5/17/2023  A   7500     (2) (2)Common Stock 7500 $0 7500 D  
Explanation of Responses:
(1) Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the units.
(2) Subject to the Reporting Person providing continued services to the Registrant and other terms and conditions under the Registrant's 2023 Stock Incentive Plan, the award of restricted stock units will vest in full on the earlier of one business day prior to the Registrant's 2024 annual meeting of stockholders or the first anniversary of the grant date. Any unvested shares subject to the award of restricted stock units will be accelerated in full upon the occurrence of a change in control event (as defined in the Registrant's 2023 Stock Incentive Plan). For purposes of this report on Form 4, a change in control event includes the closing of the transaction contemplated by the Agreement and Plan of Merger, dated April 28, 2023, between the Registrant, Astellas US Holding, Inc., Berry Merger Sub, Inc. and solely as provided by Section 8.10(b) of such agreement, Astellas Pharma Inc.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Graves Adrienne L
C/O IVERIC BIO, INC.
8 SYLVAN WAY
PARSIPPANY, NJ 07054		X
Signatures
/s/ Todd D.C. Anderman, as Attorney-in-Fact for Adrienne L. Graves5/19/2023
**Signature of Reporting PersonDate
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.
IVERIC bio (NASDAQ:ISEE)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more IVERIC bio Charts.
IVERIC bio (NASDAQ:ISEE)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more IVERIC bio Charts.