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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Clearside Biomedical, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------------------- (Title of Class Securities) 185063104 ----------------------------------------- (CUSIP Number) December 31, 2018 ----------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP NO. 185063104 PAGE 2 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY). BRADFORD T. WHITMORE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. CITIZEN NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 2,025,000 SHARES 6 SHARED VOTING POWER 1,175,000 SHARES 7 SOLE DISPOSITIVE POWER 2,025,000 SHARES 8 SHARED DISPOSITIVE POWER 1,175,000 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,200,000 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN SCHEDULE 13G CUSIP NO. 185063104 PAGE 3 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY). GRACE BROTHERS, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Limited Partnership NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER NONE 6 SHARED VOTING POWER 1,175,000 SHARES 7 SOLE DISPOSITIVE POWER NONE 8 SHARED DISPOSITIVE POWER 1,175,000 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,175,000 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN SCHEDULE 13G CUSIP NO. 185063104 PAGE 4 OF 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY). BRO-GP, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions) (a)/ / (b)/ / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Limited Partnership NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER NONE 6 SHARED VOTING POWER 1,175,000 SHARES 7 SOLE DISPOSITIVE POWER NONE 8 SHARED DISPOSITIVE POWER 1,175,000 SHARES 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,175,000 SHARES 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN Page 5 of 7 Pages Item 1. (a) Name of Issuer Clearside Biomedical, Inc. (b) Address of Issuer's Principal Executive Offices 900 North Point Parkway, Suite 200, Alpharetta, GA 30005 Item 2. (a) Name of Person Filing The statement is filed by Bradford T. Whitmore ("Whitmore"), Grace Brothers, LP ("Grace") and Bro-GP, LLC ("Bro-GP"). Whitmore is the sole Managing Member of Bro-GP, LLC, the General Partner of Grace Brothers, LP. (b) Address of Principal Business Office or, if none, Residence The business address of Whitmore, Grace and Bro-GP is 1603 Orrington Avenue, Suite 900, Evanston, IL 60201. (c) Citizenship Whitmore is a United States citizen, Bro-GP is a Delaware limited liability company, and Grace is a Delaware limited partnership. (d) Title of Class of Securities Common Stock, $.001 par value (the "Common Stock") (e) CUSIP Number 185063104 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) ( ) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) ( ) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ( ) Insurance company as defined in section 3 (a)(19) of the Act (15 U.S.C. 78c); (d) ( ) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) ( ) An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) ( ) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) ( ) A parent holding company or control person in accordance with Section 240.13d-1(b)(l)(ii)(G); (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); Page 6 of 7 Pages (i) ( ) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) ( ) Group, in accordance with Section 240.13d.-1(b)(l) (ii)(J). Item 4. Ownership (a) Amount beneficially owned 3,200,000 Common Stock (b) Percent of class 10.0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 2,025,000 (ii) Shared power to vote or to direct the vote 1,175,000 (iii) Sole power to dispose or to direct the disposition of 2,025,000 (iv) Shared power to dispose or to direct the disposition of 1,175,000 Item 5. Ownership of Five Percent or Less of a Class Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Page 7 of 7 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Reporting person is not a parent holding company. Item 8. Identification and Classification of Members of the Group Reporting person is not a member of a group. Item 9. Notice of Dissolution of Group Reporting person is not filing notice of dissolution of a group. Item 10. Certification By signing below Bradford T. Whitmore certifies that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. January 3, 2019 ---------------- Date Bradford T. Whitmore by: /s/ Bradford T. Whitmore ---------------------------- Signature Grace Brothers, Ltd. by: /s/ Bradford T. Whitmore ---------------------------- Signature Sole Managing Member of Bro-GP, LLC Its: General Partner -------------------- Title Bro-GP, LLC by: /s/ Bradford T. Whitmore ---------------------------- Signature Sole Managing Member -------------------- Title