SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL	

OMB Number:	
3235-0104	

Estimated average burden	

hours per response:	
0.5	

	

	
1. Name and Address of Reporting Person *
Thorp Clay	

(Last)	
(First)	
(Middle)	

C/O CLEARSIDE BIOMEDICAL, INC.	

1220 OLD ALPHARETTA ROAD, SUITE 300	

(Street)
ALPHARETTA	
GA	
30005	

(City)	
(State)	
(Zip)	

	2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2016	3. Issuer Name and Ticker or Trading Symbol
Clearside Biomedical, Inc. [ CLSD ]	 	
 	 	4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X	
Director	
X	
10% Owner	

 	
Officer (give title below)	
 	
Other (specify below)	

 	

 	5. If Amendment, Date of 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	

	 	 	 	
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	112,048(1)	I	See Footnotes(2)	
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)	 	
 	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	
Series A Preferred Stock	(3)	(3)	Common Stock	1,850,823(4)	(3)	I	See Footnotes (2)	 	
Series A-1 Preferred Stock	(5)	(5)	Common Stock	752,058(4)	(5)	I	See Footnotes (2)	 	
Series B Preferred Stock	(6)	(6)	Common Stock	393,581(4)	(6)	I	See Footnotes (2)	 	
Series C Preferred Stock	(7)	(7)	Common Stock	325,323(4)	(7)	I	See Footnotes (2)	 	
Warrant to Purchase Common Stock (right to buy)	04/28/2014	(8)	Common Stock	19,900(9)	0.022(9)	I	By Hatteras Venture Partners III, LP (2)(10)	 	
Warrant to Purchase Common Stock (right to buy)	04/28/2014	(8)	Common Stock	1,805(9)	0.022(9)	I	By Hatteras Venture Affiliates III, LP (2)(11)	 	
Warrant to Purchase Common Stock (right to buy)	04/28/2014	(8)	Common Stock	21,705(9)	0.022(9)	I	By Hatteras Venture Partners IV SBIC, LP (2)(12)	 	
Explanation of Responses:	
1. The number of shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.	
2. The reporting person is one of the general partners of: (i) Hatteras Venture Advisors III, LLC, which is the general partner of Hatteras Venture Partners III, LP ("HVP III") and Hatteras Venture Affiliates III, LP ("HVA III"); (ii) Hatteras Venture Advisors IV SBIC, LLC, which is the general partner of Hatteras Venture Partners IV SBIC, LP ("HVP IV"); and (iii) Hatteras Venture Advisors IV, LLC, which is the general partner of Hatteras NC Fund, LP ("Hatteras NC"). HVP III, HVA III, HVP IV and Hatteras NC are the record holders of the securities, and the reporting person may be deemed to share voting and dispositive power over the securities held by HVP III, HVA III, HVP IV and Hatteras NC. The reporting person disclaims beneficial ownership of these securities and this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.	
3. Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date.	
4. The number of underlying shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.	
5. Each share of the Series A-1 Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A-1 Preferred Stock has no expiration date.	
6. Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date.	
7. Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. The terms of the Series C Preferred Stock provide that the ratio at which each share of such series converts into shares of the Issuer's common stock will increase if the offering price for the Issuer's initial public offering of common stock is below $8.34 per share. Based upon the anticipated initial public offering price of $7.00 per share, each share of Series C Preferred Stock will convert into approximately 0.4814 shares of the Issuer's common stock immediately prior to the closing of the offering. The Series C Preferred Stock has no expiration date.	
8. This warrant expires upon an initial public offering of the Issuer's securities.	
9. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.	
10. The reportable securities are owned directly by HVP III.	
11. The reportable securities are owned directly by HVA III.	
12. The reportable securities are owned directly by HVP IV.	
Remarks:	
Exhibit 24.1 - Power of Attorney	
 	/s/ Brian F. Leaf, Attorney-in-Fact	06/01/2016	
 	** 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 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).	
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.	

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Brent B. Siler, Darren K. DeStefano, Brian F. Leaf, Mark
Ballantyne, Katie Kazem and Jennifer Don of Cooley LLP, and Daniel H. White and
Charles A. Deignan of Clearside Biomedical, Inc. (the "Company"), the
undersigned's true and lawful attorneys-in-fact and agents to:

(1)     Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") a Form ID,
Uniform Application for Access Codes to File on EDGAR, including amendments
thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any rule or regulation thereunder;

(2)     Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint
filing agreements in connection therewith) in accordance with Section 16(a) of
the Exchange Act and the rules thereunder in the undersigned's capacity as an
officer, director or beneficial owner of more than 10% of a registered class of
securities of the Company;

(3)     Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form 3, 4 or 5
(including amendments thereto and joint filing agreements in connection
therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and

(4)     Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or Cooley LLP, as applicable.  

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Date:   05/09/2016                                                              

/s/ Clay B. Thorp
Clay B. Thorp