Sec Form 5 Filing - Lurker Nancy @ EyePoint Pharmaceuticals, Inc. - 2020-12-31

FORM 5 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lurker Nancy 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 X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O EYEPOINT PHARMACEUTICALS, INC., 480 PLEASANT STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (Street) WATERTOWN, MA02472 4. If Amendment, Date Original Filed (MM/DD/YY) 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)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 36.3 06/15/2020 G( 1 ) V 63,750 ( 5 ) 09/15/2026 Common Stock 63,750 $ 0 21,250 D Stock Option (Right to Buy) $ 36.3 06/15/2020 G( 1 ) V 63,750 ( 5 ) 09/15/2026 Common Stock 63,750 $ 0 63,750 I ( 9 ) By Family Trust Stock Option (Right to Buy) $ 17.7 06/15/2020 G( 2 ) V 16,000 ( 6 ) 06/27/2027 Common Stock 16,000 $ 0 8,000 D Stock Option (Right to Buy) $ 17.7 06/15/2020 G( 2 ) V 16,000 ( 6 ) 06/27/2027 Common Stock 16,000 $ 0 16,000 I ( 9 ) By Family Trust Stock Option (Right to Buy) $ 20.4 06/15/2020 G( 3 ) V 18,000 ( 7 ) 06/14/2028 Common Stock 18,000 $ 0 36,000 D Stock Option (Right to Buy) $ 20.4 06/15/2020 G( 3 ) V 18,000 ( 7 ) 06/14/2028 Common Stock 18,000 $ 0 18,000 I ( 9 ) By Family Trust Stock Option (Right to Buy) $ 26.5 06/15/2020 G( 4 ) V 27,132 ( 8 ) 02/21/2029 Common Stock 27,132 $ 0 65,868 D Stock Option (Right to Buy) $ 26.5 06/15/2020 G( 4 ) V 27,132 ( 8 ) 02/21/2029 Common Stock 27,132 $ 0 27,132 I ( 9 ) By Family Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lurker Nancy C/O EYEPOINT PHARMACEUTICALS, INC. 480 PLEASANT STREET WATERTOWN, MA02472 X See Remarks Signatures /s/ Nancy Lurker 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 15, 2020, the reporting person transferred the vested portion of an option to purchase common stock, par value $0.001 per share ("Common Stock"), of EyePoint Pharmaceuticals, Inc. (the "Company"), to an irrevocable family trust of which the reporting person's spouse is trustee and of which the reporting person's immediately family members are the sole beneficiaries (the "Family Trust"). The option was originally granted to the reporting person on December 12, 2016 and was exercisable for 85,000 shares of Common Stock of the Company. At the time of the transfer, the vested portion of the option consisted of 63,750 shares of Common Stock of the Company. ( 2 )On June 15, 2020, the reporting person transferred the vested portion of an option to purchase Common Stock of the Company to the Family Trust. The option was originally granted to the reporting person on December 15, 2017 and was exercisable for 24,000 shares of Common Stock of the Company. At the time of the transfer, the vested portion of the option consisted of 16,000 shares of Common Stock of the Company. ( 3 )On June 15, 2020, the reporting person transferred the vested portion of an option to purchase Common Stock of the Company to the Family Trust. The option was originally granted to the reporting person on June 14, 2018 and was exercisable for 54,000 shares of Common Stock of the Company. At the time of the transfer, the vested portion of the option consisted of 18,000 shares of Common Stock of the Company. ( 4 )On June 15, 2020, the reporting person transferred the vested portion of an option to purchase Common Stock of the Company to the Family Trust. The option was originally granted to the reporting person on June 25, 2019 and was exercisable for 93,000 shares of Common Stock of the Company. At the time of the transfer, the vested portion of the option consisted of 27,132 shares of Common Stock of the Company. ( 5 )The option vested and became exercisable in four equal annual installments beginning on September 15, 2017. At the time of the transfer, the portion of the option that was transferred to the Family Trust had vested in full as of September 15, 2019. The remaining portion of the option retained by the reporting person vested in full as of September 15, 2020. ( 6 )The option vested and became exercisable in three equal annual installments beginning on June 27, 2018. At the time of the transfer, the portion of the option that was transferred to the Family Trust had vested in full as of June 27, 2019. The remaining portion of the option retained by the reporting person vested in full as of June 27, 2020. ( 7 )The option vests and becomes exercisable in three equal annual installments beginning on June 14, 2019. At the time of the transfer, the portion of the option that was transferred to the Family Trust vested in full as of June 14, 2019. The remaining portion of the option retained by the reporting person continues to vest on an annual basis until June 14, 2021. ( 8 )The option vests and becomes exercisable ratably in 48 monthly installments beginning on March 21, 2019. At the time of the transfer, the portion of the option that was transferred to the Family Trust vested in full as of May 21, 2020. The remaining portion of the option retained by the reporting person continues to vest on a monthly basis until March 21, 2023. ( 9 )These securities are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the Family Trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks: President and Chief Executive Officer

Reminder: Report on a separate line for each class of securities ben eficially owned directly or indirectly.

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