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 *
  Weber David Allen
2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2014
3. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [OTIC]
(Last)
(First)
(Middle)
C/O OTONOMY, INC., 6275 NANCY RIDGE DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN DIEGO, CA 92121
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 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 17,064
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock   (1)   (1) Common Stock 3,445 $ (1) I See footnote (2)
Series D Preferred Stock   (1)   (1) Common Stock 1,254 $ (1) I See footnote (2)
Employee Stock Option (right to buy)   (3) 11/21/2020 Common Stock 95,420 $ 3.17 D  
Employee Stock Option (right to buy)   (4) 06/15/2021 Common Stock 57,414 $ 3.17 D  
Employee Stock Option (right to buy)   (5) 12/20/2023 Common Stock 421,405 $ 1.76 D  
Employee Stock Option (right to buy)   (6) 06/03/2024 Common Stock 242,747 $ 6.33 D  
Series C Preferred Stock Warrant (right to buy)   (7) 08/18/2014 Series C Preferred Stock (1) 60 $ 8.79 I See footnote (2)
Series C Preferred Stock Warrant (right to buy)   (7) 08/18/2014 Series C Preferred Stock (1) 53 $ 8.79 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Weber David Allen
C/O OTONOMY, INC.
6275 NANCY RIDGE DRIVE
SAN DIEGO, CA 92121
  X     President & CEO  

Signatures

/s/ David Allen Weber 08/12/2014
**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) Each of the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
(2) The reported securities are held directly by The Weber Trust dated March 9, 2005 for which the Reporting Person serves as a trustee.
(3) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on November 21, 2011 and one forty-eighth of the shares vest monthly thereafter.
(4) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on May 18, 2012 and one forty-eighth of the shares vest monthly thereafter.
(5) An option to purchase 438,469 shares was granted on December 20, 2013 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision pursuant to which 193,874 shares are immediately exercisable. One-fourth of the total number of shares initially subject to the option vest on September 1, 2014 and one forty-eighth of the shares vest monthly thereafter.
(6) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vest on April 23, 2015 and one forty-eighth of the shares vest monthly thereafter.
(7) The warrants are immediately exercisable.
 
Remarks:
Exhibit 24 - Power of Attorney

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