Applied Genetic Technologies Corporation
APPLIED GENETIC TECHNOLOGIES CORP (Form: 4, Received: 04/26/2017 13:08:17)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ORONSKY ARNOLD L
2. Issuer Name and Ticker or Trading Symbol

APPLIED GENETIC TECHNOLOGIES CORP [ AGTC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O INTERWEST PARTNERS, 2710 SAND HILL ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

4/24/2017
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common   4/24/2017     X    3559   A   (1) 1404515   I   By Partnership   (4)
Common   4/24/2017     X    101   A   (2) 40181   I   By Partnership   (5)
Common   4/24/2017     X    28   A   (3) 11208   I   By Partnership   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to buy Common   $4.5395   4/24/2017     X         11476    5/2/2012   5/2/2017   Common   11476   $0.00   0   I   By Partnership   (4)
Warrant to buy Common   $4.5395   4/24/2017     X         328    5/2/2012   5/2/2017   Common   328   $0.00   0   I   By Partnership   (5)
Warrant to buy Common   $4.5395   4/24/2017     X         91    5/2/2012   5/2/2017   Common   91   $0.00   0   I   By Partnership   (6)

Explanation of Responses:
(1)  Represents cashless exercise of a warrant by InterWest Partners VIII, LP ("IW8"). 7,917 shares of common stock were withheld by the issuer at the market price of $6.58 per share to fund the cashless exercise of 11,476 warrants.
(2)  Represents cashless exercise of a warrant by InterWest Investors Q VIII, LP ("IIQ8"). 227 shares of common stock were withheld by the issuer at the market price of $6.58 per share to fund the cashless exercise of 328 warrants.
(3)  Represents cashless exercise of a warrant by InterWest Investors VIII, LP ("II8"). 63 shares of common stock were withheld by the issuer at the market price of $6.58 per share to fund the cashless exercise of 91 warrants.
(4)  Shares are owned by IW8. The General Partner of IW8 is InterWest Management Partners VIII, LLC ("IMP8"). The Reporting Person is a Managing Director of IMP8, shares voting and investment power with the other Managing Directors of IMP8, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(5)  Shares are owned by IIQ8. The General Partner of IW8 is IMP8. The Reporting Person is a Managing Director of IMP8, shares voting and investment power with the other Managing Directors of IMP8, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(6)  Shares are owned by II8. The General Partner of IW8 is IMP8. The Reporting Person is a Managing Director of IMP8, shares voting and investment power with the other Managing Directors of IMP8, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ORONSKY ARNOLD L
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
X



Signatures
/s/Arnold L. Oronsky 4/26/2017
** 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).
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 control number.