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Filing Details

Accession Number:: 0000903423-13-000582
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-01 19:34:37
Reporting Period:: 2013-10-30

Filing Date:: 2013-11-01
Accepted Time:: 2013-11-01 18:34:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1337553	Aerie Pharmaceuticals Inc	AERI	Biological Products, (No Disgnostic Substances) (2836)	203109565

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-10-30	3,595,314	$0.00	3,595,314	No	4	C	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2013-10-30	508,152	$0.00	4,103,466	No	4	J	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2013-10-30	284,000	$0.00	4,387,466	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Explanation of Responses
No	4	J	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Preferred Stock	Disposition	2013-10-30	1,000,000	$0.00	200,000	$0.00
Common Stock	Series A-2 Preferred Stock	Disposition	2013-10-30	5,000,000	$0.00	1,000,000	$0.00
Common Stock	Series A-3 Preferred Stock	Disposition	2013-10-30	10,864,738	$0.00	2,172,948	$0.00
Common Stock	Series B Preferred Stock	Disposition	2013-10-30	1,111,831	$0.00	222,366	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar Advisors, LLC, which is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of each of TPG Biotechnology Partners, L.P. ("TPG Biotechnology"), which directly holds 3,552,948 shares of Common Stock ("Common Stock") of Aerie Pharmaceuticals, Inc. (the "Issuer"), and TPG Biotech Reinvest AIV, L.P. ("TPG Biotech Reinvest" and, together with TPG Biotechnology, the "TPG Funds"), which directly holds 834,518 shares of Common Stock.
On October 30, 2013, (a) the shares of Series A-1 Preferred Stock of the Issuer (the "Series A-1 Preferred") held by TPG Biotechnology mandatorily converted into 200,000 shares of Common Stock, (b) the shares of Series A-2 Preferred Stock of the Issuer (the "Series A-2 Preferred") held by TPG Biotechnology mandatorily converted into 1,000,000 shares of Common Stock, (c) the shares of Series A-3 Preferred Stock of the Issuer (the "Series A-3 Preferred") held by TPG Biotechnology mandatorily converted into 2,172,948 shares of Common Stock and (d) the shares of Series B Preferred Stock (the "Series B Preferred") held by TPG Biotech Reinvest mandatorily converted into 222,366 shares of Common Stock.
Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series A-1 Preferred, Series A-2 Preferred, Series A-3 Preferred and Series B Preferred had been convertible, at the option of the holder, at any time into shares of Common Stock at initial conversion rates in each case equal to one share of Common Stock per share of preferred stock. The initial conversion rates were adjusted as a result of a 1-for-5 reverse stock split of the Common Stock.
As a result of the closing of the Issuer's initial public offering on October 30, 2013, promissory notes held by TPG Biotech Reinvest with an aggregate principal amount and accrued interest of $5,081,521 converted into 508,152 shares of Common Stock.
On October 30, 2013, the TPG Funds acquired an aggregate of 284,000 shares of Common Stock at a price of $10.00 per share as part of the Issuer's initial public offering.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.