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SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 		 
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
EW Healthcare Partners, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EyePoint Pharmaceuticals, Inc. [ EYPT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, $0.001 par value 09/28/2018 C4 16,211,822 A $1.43 41,903,956(1) D(1)
Common Stock, $0.001 par value 09/28/2018 C4 652,244 A $1.43 41,903,956(1) I(1) EW Healthcare Partners-A L.P.
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 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EW Healthcare Partners, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
1. Name and Address of Reporting Person*
EW Healthcare Partners-A, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Essex Woodlands Fund IX-GP, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Essex Woodlands IX, LLC
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
Explanation of Responses:
1. Includes 40,283,255 shares held by EW Healthcare Partners L.P. ("EWHP") and 1,620,701 shares held by EW Healthcare Partners-A L.P. ("EWHP-A"). Essex Woodlands Fund IX-GP, L.P. ("Fund IX-GP") is the general partner of EWHP and EWHP-A, respectively. Essex Woodlands IX, LLC (the "General Partner") is the general partner of Fund IX-GP. The General Partner holds sole voting and dispositive power over the shares held by EWHP and EWHP-A. The managers of the General Partner are Martin P. Sutter, R. Scott Barry, Ronald Eastman (also a member of the Issuer's board of directors) and Petri Vainio (collectively, the "Managers"), and may exercise voting and investment control over the shares only by the majority action of the Managers.
Remarks:
EW Healthcare Partners L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 02/13/2019
EW Healthcare Partners-A L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By /s/ Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 02/13/2019
Essex Woodlands IX-GP, L.P.; By Essex Woodlands IX, LLC; its General Partner; By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 02/13/2019
Essex Woodlands IX, LLC, By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 02/13/2019
** 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).
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