Edgar Filing: APPLIED GENETIC TECHNOLOGIES CORP

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 ^*

Â ORONSKY ARNOLD L

2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2014

3. Issuer Name and Ticker or Trading Symbol
APPLIED GENETIC TECHNOLOGIES CORP [AGTC]

(Last)

(First)

(Middle)

C/O APPLIED GENETIC TECHNOLOGIES CORP.,Â 11801 RESEARCH DRIVE, SUITE D

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 Original Filed(Month/Day/Year)

(Street)

ALACHUA,Â FLÂ 32615

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	690,699	$ ⁽¹⁾	I	See footnotes ⁽²⁾
Series B-1 Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	183,126	$ ⁽³⁾	I	See footnotes ⁽²⁾
Series B-2 Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	339,825	$ ⁽³⁾	I	See footnotes ⁽²⁾
Series B-3 Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	162,830	$ ⁽³⁾	I	See footnotes ⁽²⁾
Series B-1 Warrant (Right to Buy)	Â ⁽³⁾⁽⁴⁾	05/02/2017	Series B-1 Convertible Preferred Stock	416,361 ⁽³⁾	$ 0.1297	I	See footnotes ⁽²⁾
Stock Option (Right to Buy)	Â ⁽⁵⁾	03/26/2024	Common Stock	9,375	$ 12	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ORONSKY ARNOLD L C/O APPLIED GENETIC TECHNOLOGIES CORP. 11801 RESEARCH DRIVE, SUITE D ALACHUA,Â FLÂ 32615	Â X	Â X	Â	Â

Signatures

/s/ Hemmie Chang, attorney-in-fact for Arnold L. Oronsky		03/26/2014
^**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 share of Series A-1 convertible preferred stock is convertible into shares of common stock at any time at the holder's election or upon consummation of a qualified public offering of the registrant on an approximately 1-for-16.62 basis. The Series A-1 convertible preferred stock has no expiration date.
(2)	Held of record by entities affiliated with InterWest Partners. InterWest Management Partners VIII, LLC is the general partner of the entities affiliated with InterWest Partners. The reporting person is a managing director of InterWest Management Partners VIII, LLC ("IMP8"). The reporting person shares voting and investment control over the shares with the other managing directors of IMP8, and disclaims beneficial ownership of all the shares held by the entities affiliated with InterWest Partners and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his proportionate pecuniary interest therein.
(3)	Each share of Series B-1, B-2 and B3 convertible preferred stock is convertible into shares of common stock at any time at the holder's election or upon the consummation of a qualified public offering of the registrant on a 1-for-35 basis. The Series B-1, B-2 and B-3 convertible preferred stock has no expiration date.
(4)	The Series B-1 Warrant is exercisable for shares of Series B-1 convertible preferred stock at any time until the expiration of the warrant at the holder's election.
(5)	Option becomes exercisable in equal yearly installments over three years from the date of grant.

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