13D Filing: OrbiMed Advisors and Otonomy Inc. (OTIC)

Item 5.

Interest in Securities of the Issuer

(a)-(b)

As of the date of this filing, OPI IV is the record holder of 1,397,567 Shares. Based upon information contained in the Issuer’s Form 8-K filed with the SEC on June 23, 2017, such Shares constitute approximately 4.62% of the issued and outstanding Shares. The Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by OPI IV. GP IV, pursuant to its authority as the general partner of OPI IV, may be deemed to indirectly beneficially own the Shares held by OPI IV. Advisors, pursuant to its authority as the sole managing member of GP IV, may be deemed to indirectly beneficially own the Shares held by OPI IV. Isaly, pursuant to his authority as the managing member of and owner of a controlling interest in Advisors, pursuant to its limited liability company agreement, may also be deemed to indirectly beneficially own the Shares attributable to OPI IV. As a result, GP IV, Advisors and Isaly share power to direct the vote and disposition of the Shares held by OPI IV.

(c)

*The Price Per Share reported above is a weighted average price.  Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares purchased at each separate price within the ranges set forth above.

Except as disclosed in this Item 5, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.

(d) Not applicable.

(e) As of July 3, 2017, the Reporting Persons ceased to beneficially own more than 5% of the Shares.