| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INSITE VISION INC [ INSV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $0.35 | 12/27/2012 | D | 1,344,374 | (1) | 12/01/2020 | Common Stock | 1,344,374 | (2)(3) | 1,500,000 | D | ||||
| Employee Stock Option (right to buy) | $0.35 | 12/27/2012 | A | 1,100,000 | (4) | 12/01/2020 | Common Stock | 1,100,000 | (2)(3) | 1,100,000 | D | ||||
| Explanation of Responses: |
| 1. The cancelled option vested as to 25% of the shares covered by the option on the first anniversary of the grant date (12/01/2011), and as to the remaining 75% of the shares, vested or were scheduled to vest, as the case may be, on a daily basis over the three-year period thereafter. |
| 2. Represents the cancellation and issuance of certain options by the Issuer to the Reporting Person after it was determined that a portion of an employee stock option granted on an earlier date had been in technical violation of a provision of the applicable plan. The issuance of an option covering 2,844,374 shares to the Reporting Person on December 1, 2010 exceeded by 1,344,374 shares the maximum number of shares subject to options that may be granted during any calendar year to any individual under the Issuer's 2007 Performance Incentive Plan. (Continued in Footnote 3) |
| 3. Upon determining that this error had been inadvertently made, the Company and the Reporting Person entered into an Option Cancellation Agreement, pursuant to which (i) the December 1, 2010 option with respect to 1,344,374 shares has been cancelled; (ii) a new option to purchase 1,100,000 shares has been issued to the Reporting Person effective December 27, 2012; and (iii) a new option to purchase 244,374 shares will be issued to the Reporting Person on January 2, 2013. The exercise price of the shares covered by this statement is $0.35, the same as the exercise price of the option issued on December 1, 2010 and is in excess of the closing price of the Issuer's common stock on the grant date. The exercise price of the January 2, 2013 option will be the same price, or the closing price of the shares on January 2, 2013, whichever is higher. |
| 4. The option vests as to 25% of the shares covered by the option on the first anniversary of the grant date of the cancelled option (12/01/2011), and as to the remaining 75% of the shares, on a daily basis over the three-year period thereafter. |
| /s/ Timothy Ruane | 12/31/2012 | |
| ** 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 4 (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. | ||