SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Foster Alan Charles

(Last) (First) (Middle)
C/O OTONOMY, INC.
4796 EXECUTIVE DRIVE

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2021
3. Issuer Name and Ticker or Trading Symbol
OTONOMY, INC. [ OTIC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 51,403(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 01/19/2028 Common Stock 35,000 5.675 D
Stock Option (right to buy) (2) 01/19/2028 Common Stock 15,000 5.675 D
Stock Option (right to buy) (2) 01/19/2028 Common Stock 17,000 5.675 D
Stock Option (right to buy) (2) 01/19/2028 Common Stock 20,000 5.675 D
Stock Option (right to buy) 02/01/2019(3) 02/01/2028 Common Stock 70,000 5.8 D
Stock Option (right to buy) 01/15/2020(3) 01/15/2029 Common Stock 80,000 2.02 D
Stock Option (right to buy) 01/15/2021(3) 01/15/2030 Common Stock 80,000 3.54 D
Stock Option (right to buy) 01/15/2022(3) 01/15/2031 Common Stock 60,000 5.2 D
Explanation of Responses:
1. Includes 50,000 Restricted Stock Units ("RSUs"). Twenty-five percent (25%) of the RSUs will vest on the one (1) year anniversary of March 23, 2021 (the "Vesting Commencement Date") and seventy-five percent (75%) of the RSUs will vest on the two-year anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service as of each such vesting date.
2. The shares subject to the option are fully vested and exercisable.
3. One-fourth (1/4) of the shares subject to the option vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48) of the shares vest monthly thereafter, subject to the Reporting Person's continued service as of each such vesting date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Paul E. Cayer, by power of attorney 04/20/2021
** Signature of Reporting Person Date
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 5 (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.
                       POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Otonomy,
Inc. (the "Company"), hereby constitutes and appoints David A.
Weber and Paul E. Cayer, and each of them, the undersigned's
true and lawful attorneys-in-fact to:

1. complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorneys-in-fact shall in their
discretion determine to be required or advisable pursuant to
Section 16 of the Securities Exchange Act of 1934 (as amended)
and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities
of the Company; and

2. do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange
or national association, the Company and such other person or
agency as the attorneys-in-fact shall deem appropriate.

   The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue
hereof. The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with the Securities Exchange Act of 1934
(as amended).

   This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Company and the
foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this April 14th, 2021.


Signature: /s/ Alan Charles Foster
Print Name:  Alan Charles Foster