13G Filing: Palo Alto Investors and Alimera Sciences Inc (ALIM)

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 8)

Alimera Sciences, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

016259103

(CUSIP Number)

October 2, 2017

(Date of Event Which Requires Filing of this
Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a)

(b) ___X___

3. SEC Use Only

4. Citizenship or Place of Organization
U.S.A.

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 12,036,349

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 17.43%

12. Type of Reporting Person (See
Instructions) IN, HC

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a)

(b) ___X__

3. SEC Use Only

4. Citizenship or Place of Organization
U.S.A.

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 12,036,349

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 17.43%

12. Type of Reporting Person (See
Instructions) IN, HC

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a)

(b) ___X__

3. SEC Use Only

4. Citizenship or Place of Organization
California

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 12,036,349

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 17.43%

12. Type of Reporting Person (See
Instructions) OO, IA

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
Cayman Islands

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 4,693,255

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 6.80%

12. Type of Reporting Person (See
Instructions) PN

2. Check the Appropriate Box if
a Member of a Group (See Instructions)

(a)

(b) X

3. SEC Use Only

4. Citizenship or Place of Organization
Cayman Islands

9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,890,786

10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented
by Amount in Row (9) 9.98%

12. Type of Reporting Person (See
Instructions) PN

Item 1.

(a) Name of Issuer

Alimera Sciences, Inc.

(b) Address of Issuer’s Principal
Executive Offices

6120 Windward Parkway, Suite 290, Alpharetta, GA 30005

Item 2.

(e) The CUSIP number of the Issuer is: 016259103

Item 3. If this statement is
filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ x ] An investment
adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to PAI LLC).

(f) [ ] An employee benefit plan
or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ x ] A parent holding
company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Dr. Lee and Dr. Yun).

(h) [ ] A savings association
as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] A non-U.S. institution
in accordance with §240.13d-1(b)(ii)(J).

(k) [ ] Group, in accordance
with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution _______________________________________________________________.

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer. The number
of shares held by the Filers includes (1) Common Stock that they hold directly and (2) Common Stock that they may acquire on conversion
of shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred”) that they hold. Shares of Common Stock are held by Healthcare Master and Healthcare Master II.

Item 5. Ownership of Five Percent
or Less of a Class.

If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following [ ].

Item 6. Ownership of More than
Five Percent on Behalf of Another Person.

PAI LLC is a registered investment adviser and is the general partner
and investment adviser of Healthcare Master and Healthcare Master II and other investment limited partnerships,
and is the investment adviser to other investment funds. PAI LLC’s clients have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client, other than Healthcare Master and Healthcare
Master II separately holds more than five percent of the outstanding Stock.

Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification
of Members of the Group.

Dr. Lee and Dr. Yun co-manage PAI LLC. The Filers are filing this
Schedule 13G jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Each Filer disclaims
beneficial ownership of the Stock except to the extent of that Filer’s pecuniary interest therein. In addition, the filing of this
Schedule 13G on behalf of Healthcare Master and Healthcare Master II should not be construed as an admission
that any of them is, and each disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, of any of the Stock covered by this Schedule 13G.

Item 9. Notice of Dissolution
of Group.

Not applicable.

Item 10. Certification of PAI
LLC, Dr. Lee and Dr. Yun:

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.

Exhibits.

Exhibit
A Joint Filing Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.

Dated: October 12, 2017

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with
the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments
or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases
and sales by the undersigned of the securities of any issuer until such time as the undersigned file with the SEC a statement terminating
this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute
and appoint Palo Alto Investors, LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC
and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d)
and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and
perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G.

Dated: October 12, 2017