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Filing Details

Accession Number:: 0000903423-14-000486
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-19 13:16:48
Reporting Period:: 2014-08-18

Filing Date:: 2014-08-19
Accepted Time:: 2014-08-19 13:16:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1493566	Otonomy Inc.	OTIC	Pharmaceutical Preparations (2834)	262590070

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	2014-08-18	1,987,460	$0.00	1,987,460	No	4	C	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2014-08-18	171,875	$0.00	2,159,335	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	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
Series C Preferred Stock	Warrant to Purchase Shares of Preferred Stock	Disposition	2014-08-18	68,259	$0.00	68,259	$0.00
Common Stock	Series C Preferred Stock	Acquisiton	2014-08-18	68,259	$0.00	68,259	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-08-18	439,724	$0.00	439,724	$0.00
Common Stock	Series C Preferred Stock	Disposition	2014-08-18	1,199,695	$0.00	1,199,695	$0.00
Common Stock	Series D Preferred Stock	Disposition	2014-08-18	348,041	$0.00	348,041	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
1,199,695	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	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 III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 2,159,335 shares of Common Stock ("Common Stock") of Otonomy, Inc. (the "Issuer").
In connection with the closing on August 18, 2014 of the Issuer's initial public offering, TPG Biotech III exercised a warrant (the "August 2012 Warrant") to purchase 36,405 shares of Series C Preferred Stock of the Issuer (the "Series C Preferred") and a warrant (the "January 2013 Warrant" and, together with the August 2012 Warrant, the "Warrants") to purchase 31,854 shares of Series C Preferred, in each case at an exercise price of $8.79 per share of Series C Preferred. Each Warrant had been exercisable at any time on or after the conversion of a note issued by the Issuer pursuant to a note and warrant purchase agreement, dated as of August 23, 2012, until, in the case of the August 2012 Warrant, August 23, 2022 and, in the case of the January 2013 Warrant, January 22, 2023, subject to certain early termination events.
Pursuant to the Fifth Amended and Restated Certificate of Incorporation of the Issuer (the "Certificate of Incorporation"), as amended, on August 18, 2014, the (i) shares of Series B Preferred Stock of the Issuer (the "Series B Preferred') held by TPG Biotech III automatically converted into 439,724 shares of Common Stock, (ii) shares of Series C Preferred held by TPG Biotech III automatically converted into 1,199,695 shares of Common Stock and (iii) shares of Series D Preferred Stock of the Issuer (the "Series D Preferred" and, together with the Series B Preferred and the Series C Preferred, the "Preferred Stock") automatically converted into 348,041 shares of Common Stock. Pursuant to the Certificate of Incorporation, the shares of Preferred Stock had been convertible at the option of the holder, at any time into shares of Common Stock at conversion rates in each case equal to one share of Common Stock per share of Preferred Stock.
On August 18, 2014, TPG Biotech III acquired 171,875shares of Common Stock at a price of $16.00 per share in connection with the Issuer's initial public offering.
Because of the relationship between the Reporting Persons and TPG Biotech III, 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 TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person'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.