SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LEVIN MARK J

(Last) (First) (Middle)
C/O ELEVEN BIOTHERAPEUTICS, INC.
215 FIRST STREET, SUITE 400

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eleven Biotherapeutics, Inc. [ EBIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2014
4. 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 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 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
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $16.72 03/20/2014 A 16,143 (1) 03/19/2024 Common Stock 16,143 $0.00 16,143 D
Explanation of Responses:
1. This option was granted on March 20, 2014 and vests over three years, with 1/36th of the shares subject to the option vesting at the end of each successive one-month period following the grant date.
Remarks:
Exhibit Index Exhibit 24.1 - Power of Attorney
/s/ Kevin Gillis, attorney-in-fact 03/24/2014
** 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 Number.
                                                                    Exhibit 24.1

                                POWER OF AITORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Kevin Gillis his true and lawful attorney-in-fact, with full power
of substitution, to sign any and all instruments, certificates and documents
that may be necessary, desirable or appropriate to be executed on behalf of
himself as an individual or in his capacity as a direct or indirect general
partner, director, officer, member or manager of any partnership, corporation or
limited liability company, pursuant to section 13 or 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any and all
regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents
and purposes as he might or could do in person, thereby ratifying and confirming
all that said attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
16th day of January, 2014.

                                                      /s/ Mark Levin
                                                      --------------------------
                                                      Mark Levin