Sec Form 4 Filing - MCKEARN JOHN P @ Otonomy, Inc.

Insider filing report for Changes in Beneficial Ownership

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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
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

MCKEARN JOHN P

2. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [ OTIC]

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 RIVERVEST VENTURE PARTNERS, 7733 FORSYTH BOULEVARD, SUITE 1650

3. Date of Earliest Transaction (MM/DD/YY)
08/18/2014

(Street)

ST. LOUIS, MO63105

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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2014		C		778,052	A		778,052	I	See footnotes ^{( 2 )} ^{( 4 )}
Common Stock	08/18/2014		X		35,785	A	$ 8.79	813,837	I	See footnotes ^{( 2 )} ^{( 4 )} ^{( 7 )}
Common Stock	08/18/2014		S		19,660	D	$ 8.79	794,177	I	See footnotes ^{( 2 )} ^{( 4 )} ^{( 7 )}
Common Stock	08/18/2014		C		211,331	A		211,331	I	See footnotes ^{( 3 )} ^{( 4 )}
Common Stock	08/18/2014		X		9,720	A	$ 8.79	221,051	I	See footnotes ^{( 3 )} ^{( 4 )} ^{( 8 )}
Common Stock	08/18/2014		S		5,340	D	$ 8.79	215,711	I	See footnotes ^{( 3 )} ^{( 4 )} ^{( 8 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	^{( 1 )}	08/18/2014		C			155,609	^{( 1 )}	^{( 1 )}	Common Stock	155,609	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series C Preferred Stock	^{( 1 )}	08/18/2014		C			481,342	^{( 1 )}	^{( 1 )}	Common Stock	481,342	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series D Preferred Stock	^{( 1 )}	08/18/2014		C			141,101	^{( 1 )}	^{( 1 )}	Common Stock	141,101	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series C Preferred Stock Warrant (right to buy)	$ 8.79	08/18/2014		C			19,085 ^{( 6 )}	^{( 5 )}	08/18/2014	Series C Preferred Stock ^{( 1 )}	19,085	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		C		19,085 ^{( 6 )}		^{( 5 )}	08/18/2014	Common Stock	19,085	$ 0	19,085	I	See footnotes ^{( 2 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		X			19,085	^{( 5 )}	08/18/2014	Common Stock	19,085	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series C Preferred Stock Warrant (right to buy)	$ 8.79	08/18/2014		C			16,700 ^{( 6 )}	^{( 5 )}	08/18/2014	Series C Preferred Stock ^{( 1 )}	16,700	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		C		16,700 ^{( 6 )}		^{( 5 )}	08/18/2014	Common Stock	16,700	$ 0	16,700	I	See footnotes ^{( 2 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		X			16,700	^{( 5 )}	08/18/2014	Common Stock	16,700	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series B Preferred Stock	^{( 1 )}	08/18/2014		C			42,265	^{( 1 )}	^{( 1 )}	Common Stock	42,265	$ 0	0	I	See footnotes ^{( 3 )} ^{( 4 )}
Series C Preferred Stock	^{( 1 )}	08/18/2014		C			130,741	^{( 1 )}	^{( 1 )}	Common Stock	130,741	$ 0	0	I	See footnotes ^{( 3 )} ^{( 4 )}
Series D Preferred Stock	^{( 1 )}	08/18/2014		C			38,325	^{( 1 )}	^{( 1 )}	Common Stock	38,325	$ 0	0	I	See footnotes ^{( 3 )} ^{( 4 )}
Series C Preferred Stock Warrant (right to buy)	$ 8.79	08/18/2014		C			5,184 ^{( 8 )}	^{( 5 )}	08/18/2014	Series C Preferred Stock ^{( 1 )}	5,184	$ 0	0	I	See footnotes ^{( 3 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		C		5,184 ^{( 8 )}		^{( 5 )}	08/18/2014	Common Stock	5,184	$ 0	5,184	I	See footnotes ^{( 3 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		X			5,184	^{( 5 )}	08/18/2014	Common Stock	5,184	$ 0	0	I	See footnotes ^{( 3 )} ^{( 4 )}
Series C Preferred Stock Warrant (right to buy)	$ 8.79	08/18/2014		C			4,536 ^{( 8 )}	^{( 5 )}	08/18/2014	Series C Preferred Stock ^{( 1 )}	4,536	$ 0	0	I	See footnotes ^{( 3 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		C		4,536 ^{( 8 )}		^{( 5 )}	08/18/2014	Common Stock	4,536	$ 0	4,536	I	See footnotes ^{( 3 )} ^{( 4 )}
Common Stock Warrant (right to buy)	$ 8.79	08/18/2014		X			4,536	^{( 5 )}	08/18/2014	Common Stock	4,536	$ 0	0	I	See footnotes ^{( 3 )} ^{( 4 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCKEARN JOHN P C/O RIVERVEST VENTURE PARTNERS 7733 FORSYTH BOULEVARD, SUITE 1650 ST. LOUIS, MO63105	X

**Signatures**
/s/ Paul E. Cayer, by power of attorney		08/18/2014
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Each of the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock automatically converted into Common Stock, for no additional consideration, on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 2 )The securities are held of record by RiverVest Venture Fund II, L.P.
( 3 )The securities are held of record by RiverVest Venture Fund II (Ohio), L.P.
( 4 )The Reporting Person is an authorized person of RiverVest Venture Partners II, LLC, the general partner of RiverVest Venture Partners II, L.P. RiverVest Venture Partners II, L.P. is the sole member of RiverVest Venture Partners II (Ohio), LLC, the general partner of RiverVest Venture Fund II (Ohio), L.P. RiverVest Venture Partners II, L.P. is also the general partner of RiverVest Venture Fund II, L.P. As an authorized person of RiverVest Venture Partners II, LLC, the Reporting Person may be deemed to share dispositive voting and investment power with respect to the shares held by these entities. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 5 )The warrants are immediately exercisable.
( 6 )The Series C Preferred Stock Warrants automatically converted into Common Stock Warrants on a one to one basis immediately prior to the completion of the Issuer's initial public offering of common stock.
( 7 )RiverVest Venture Fund II, L.P. exercised the warrants to purchase 35,785 shares of the Issuer's Common Stock for $8.79 per share immediately prior to the completion of the Issuer's initial public offering of common stock. RiverVest Venture Fund II, L.P. paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 19,660 of the warrant shares to pay the exercise price and issuing to RiverVest Venture Fund II, L.P. the remaining 16,125 shares. The shares issued pursuant to such exercise remain subject to a 180-day lock-up restriction.
( 8 )RiverVest Venture Fund II (Ohio), L.P. exercised the warrants to purchase 9,720 shares of the Issuer's Common Stock for $8.79 per share immediately prior to the completion of the Issuer's initial public offering of common stock. RiverVest Venture Fund II (Ohio), L.P. paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,340 of the warrant shares to pay the exercise price and issuing to RiverVest Venture Fund II (Ohio), L.P. the remaining 4,380 shares. The shares issued pursuant to such exercise remain subject to a 180-day lock-up restriction.

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 Number.

Sec Form 4 Filing - MCKEARN JOHN P @ Otonomy, Inc. - 2014-08-18