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*
Lichter Jay

(Last) (First) (Middle)
C/O AVALON VENTURES
1134 KLINE STREET

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2014
3. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [ OTIC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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 8,532 I See footnote(1)
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
Series A Preferred Stock (2) (2) Common Stock 740,057 (2) I See footnote(1)
Series B Preferred Stock (3) (3) Common Stock 175,889 (3) I See footnote(1)
Series C Preferred Stock (3) (3) Common Stock 484,691 (3) I See footnote(1)
Series C Preferred Stock (3) (3) Common Stock 568,828 (3) I See footnote(4)
Series D Preferred Stock (3) (3) Common Stock 136,770 (3) I See footnote(4)
Series A Preferred Stock Warrant (right to buy) (5) 11/04/2018 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 12/08/2018 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 01/14/2019 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 04/13/2019 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 07/01/2019 Series A Preferred Stock 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 10/08/2019 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 12/15/2019 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 01/22/2020 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 04/01/2020 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series A Preferred Stock Warrant (right to buy) (5) 05/28/2020 Series A Preferred Stock(2) 6,432 31.092 I See footnote(1)
Series C Preferred Stock Warrant (right to buy) (5) 08/18/2014 Series C Preferred Stock(3) 48,539 8.79 I See footnote(1)
Series C Preferred Stock Warrant (right to buy) (5) 08/18/2014 Series C Preferred Stock(3) 42,472 8.79 I See footnote(1)
Explanation of Responses:
1. The reported securities are held of record by Avalon Ventures VIII, L.P. ("Avalon VIII LP"). The Reporting Person is a managing director of Avalon Ventures VIII GP, LLC ("Avalon VIII GP"), the general partner of Avalon VIII LP, and disclaims beneficial ownership of the securities held by Avalon VIII LP except to the extent of any pecuniary interest therein.
2. The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 2.193204365 to one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
3. Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
4. The reported securities are held of record by Avalon Ventures X, L.P. ("Avalon X LP"). The Reporting Person is a managing director of Avalon Ventures X GP, LLC ("Avalon X GP"), the general partner of Avalon X LP, and disclaims beneficial ownership of the securities held by Avalon X LP except to the extent of any pecuniary interest therein.
5. The warrants are immediately exercisable.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Jay Lichter 08/12/2014
** 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.
                                                                      Exhibit 24
                                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, as the undersigned's true and lawful attorney-in-fact to:

        1.      prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the Securities and Exchange
                Commission (the "SEC") a Form ID, including amendments thereto,
                and any other documents necessary or appropriate to obtain EDGAR
                codes and passwords enabling the undersigned to make electronic
                filings with the SEC of reports required by Section 16(a) of the
                Securities Exchange Act of 1934 or any rule or regulation of the
                SEC;

        2.      complete and execute Forms 3, 4 and 5 and other forms and all
                amendments thereto as such attorney-in-fact shall in his
                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

        3.      do all acts necessary in order to file such forms with the SEC,
                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
Section 16 of 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 21st day of July, 2014.

                                        Signature: /s/ Jay Lichter
                                                   ----------------------------

                                        Print Name: Jay Lichter
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