Edgar Filing: ALIMERA SCIENCES INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Flynn James E

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2015

3. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ALIM]

(Last)

(First)

(Middle)

780 THIRD AVENUE, 37TH FLOOR,Â

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Possible Member of 10% Group

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

(Street)

NEW YORK,Â NYÂ 10017

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,041,997	I	Through Deerfield Special Situations Fund, L.P. ⁽¹⁾ ⁽²⁾
Common Stock	10,305	I	Through Deerfield Private Design Fund III, L.P. ⁽¹⁾ ⁽²⁾
Common Stock	181,222	I	Through Deerfield Private Design Fund II, L.P. ⁽¹⁾ ⁽²⁾
Common Stock	207,667	I	Through Deerfield Private Design International II, L.P. ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	841.63	$ ⁽³⁾	I	Through Deerfield Special Situations Fund, L.P. ⁽¹⁾ ⁽²⁾
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	3,787.31	$ ⁽³⁾	I	Through Deerfield Private Design Fund III, L.P. ⁽¹⁾ ⁽²⁾
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,764.89	$ ⁽³⁾	I	Through Deerfield Private Design Fund II, L.P. ⁽¹⁾ ⁽²⁾
Series B Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	2,022.42	$ ⁽³⁾	I	Through Deerfield Private Design International II, L.P. ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Flynn James E 780 THIRD AVENUE, 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Member of 10% Group
Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Member of 10% Group
DEERFIELD MANAGEMENT CO 780 THIRD AVENUE, 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Member of 10% Group
Deerfield Special Situations Fund, L.P. 780 3RD AVENUE 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Member of 10% Group
Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Member of 10% Group
Deerfield Private Design Fund III, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Member of 10% Group
Deerfield Private Design Fund II, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK,Â NYÂ 10017	Â	Â X	Â	Possible Member of 10% Group
Deerfield Private Design International II, L.P. BISON COURT, P.O. BOX 3460 ROAD TOWN, TORTOLA,Â D8Â 00000	Â	Â X	Â	Possible Member of 10% Group

Signatures

/s/ Jonathan Isler		10/09/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
(2)	In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
(3)	Each share of Series B Preferred Stock is convertible at any time into 1,000 shares of the Issuer's common stock. The number of shares of common stock issuable upon the conversion of the Series B Preferred Stock is subject to certain adjustments upon the occurrence of stock splits, stock dividends and certain transactions, as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.
Â Remarks: PleaseÂ seeÂ JointÂ FilerÂ InformationÂ StatementÂ attachedÂ asÂ ExhibitÂ 99Â hereto. JonathanÂ Isler,Â signingÂ asÂ Attorney-in-Fact:Â PowerÂ ofÂ Attorney,Â incorporatedÂ byÂ referenceÂ toÂ ExhibitÂ 24Â toÂ aÂ FormÂ 3Â withÂ regardÂ toÂ AvalancheÂ Biotechnologies,Â Inc.Â filedÂ withÂ theÂ SecuritiesÂ andÂ ExchangeÂ CommissionÂ onÂ JulyÂ 30,Â 2014Â byÂ DeerfieldÂ Mgmt,Â L.P.,Â DeerfieldÂ MgmtÂ III,Â L.P.,Â DeerfieldÂ SpecialÂ SituationsÂ Fund,Â L.P.,Â DeerfieldÂ SpecialÂ SituationsÂ InternationalÂ MasterÂ Fund,Â L.P.,Â DeerfieldÂ PrivateÂ DesignÂ FundÂ III,Â L.P.Â andÂ JamesÂ E.Â Flynn.

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