Edgar Filing: AERIE PHARMACEUTICALS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DUYK GEOFFREY M

2. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC [AERI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2017

(Street)

FORT WORTH, TX 76102

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2017		M		6,667	A	$ 19.5	10,067	D
Common Stock	02/14/2017		F		2,770	D	$ 46.95	7,297	D
Common Stock	02/14/2017		M		10,000	A	$ 32.3	17,297	D
Common Stock	02/14/2017		F		6,880	D	$ 46.95	10,417	D
Common Stock	02/14/2017		M		13,500	A	$ 17.55	23,917	D
Common Stock	02/14/2017		F		5,047	D	$ 46.95	18,870	D
Common Stock	02/14/2017		M		28,000	A	$ 3.15	46,870	D
Common Stock	02/14/2017		F		1,879	D	$ 46.95	44,991	D
Common Stock	02/14/2017		S		20,795	D	$ 46.4563 ⁽¹⁾	24,196	D
Common Stock	02/15/2017		S		20,796	D	$ 46.8089 ⁽²⁾	3,400	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 19.5

02/14/2017

6,667

⁽³⁾

06/08/2026

Common Stock

6,667

$ 0

3,333 ⁽³⁾

Stock Option (right to buy)

$ 32.3

02/14/2017

10,000

⁽⁴⁾

04/10/2025

Common Stock

10,000

$ 0

Stock Option (right to buy)

$ 17.55

02/14/2017

13,500

⁽⁵⁾

06/11/2024

Common Stock

13,500

$ 0

Stock Option (right to buy)

$ 3.15

02/14/2017

28,000

⁽⁶⁾

09/12/2023

Common Stock

28,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUYK GEOFFREY M C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102	X

Signatures

/s/ Richard J. Rubino, Attorney-in-Fact for Geoffrey M. Duyk		02/16/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $46.20 to $47.05, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2)	The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $46.20 to $47.45, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(3)	This option vested ratably on each of the first eight monthly anniversaries of June 8, 2016 and, subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, is scheduled to vest ratably on each of the following four monthly anniversaries of such date.
(4)	This option vested ratably on each of the first 12 monthly anniversaries of April 10, 2015.
(5)	This option vested fully on June 11, 2015.
(6)	This option vested ratably on each of the first 36 monthly anniversaries of September 12, 2013.

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