Edgar Filing: INTERSOUTH AFFILIATES V LP

Ownership Submission

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

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Intersouth Associates V, LLC

2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ALIM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
May be part of 13(d) group.

(Last)

(First)

(Middle)

C/O INTERSOUTH PARTNERS, 406 BLACKWELL STREET, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010

(Street)

DURHAM, NC 27701-3984

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2010		C		36,049	A	⁽¹⁾	36,049	I	See footnote ⁽²⁾
Common Stock	04/27/2010		C		24,680	A	⁽³⁾	60,729	I	See footnote ⁽²⁾
Common Stock	04/27/2010		C		8,887	A	⁽³⁾	69,616	I	See footnote ⁽²⁾
Common Stock	04/27/2010		C		788,627	A	⁽⁴⁾	788,627	I	See footnote ⁽⁵⁾
Common Stock	04/27/2010		C		536,252	A	⁽³⁾	1,324,879	I	See footnote ⁽⁵⁾
Common Stock	04/27/2010		C		193,929	A	⁽³⁾	1,518,808	I	See footnote ⁽⁵⁾
Common Stock	04/27/2010		P		3,974	A	$ 11	73,590	I	See footnote ⁽²⁾
Common Stock	04/27/2010		P		86,935	A	$ 11	1,605,743	I	See footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

04/27/2010

36,049 ⁽⁶⁾

⁽⁷⁾

⁽⁸⁾

Common Stock

36,049

⁽¹⁾

See footnote ⁽²⁾

Series B Preferred Stock

⁽³⁾

04/27/2010

24,680 ⁽⁶⁾

⁽⁷⁾

⁽⁸⁾

Common Stock

24,680

⁽³⁾

See footnote ⁽²⁾

Series C-1 Preferred Stock

⁽³⁾

04/27/2010

8,887 ⁽⁶⁾

⁽⁷⁾

⁽⁸⁾

Common Stock

8,887

⁽³⁾

See footnote ⁽²⁾

Series A Preferred Stock

⁽⁴⁾

04/27/2010

788,627 ⁽⁶⁾

⁽⁷⁾

⁽⁸⁾

Common Stock

788,627

⁽⁴⁾

See footnote ⁽⁵⁾

Series B Preferred Stock

⁽³⁾

04/27/2010

536,252 ⁽⁶⁾

⁽⁷⁾

⁽⁸⁾

Common Stock

536,252

⁽³⁾

See footnote ⁽⁵⁾

Series C-1 Preferred Stock

⁽³⁾

04/27/2010

193,929 ⁽⁶⁾

⁽⁷⁾

⁽⁸⁾

Common Stock

193,929

⁽³⁾

See footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Intersouth Associates V, LLC C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984		X		May be part of 13(d) group.
Mumma Mitch C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984		X		May be part of 13(d) group.
Dougherty Dennis C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984		X		May be part of 13(d) group.
INTERSOUTH AFFILIATES V LP C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984		X		May be part of 13(d) group.
Intersouth Partners V, L.P. C/O INTERSOUTH PARTNERS 406 BLACKWELL STREET, SUITE 200 DURHAM, NC 27701-3984		X		May be part of 13(d) group.

Signatures

/s/ Mitch Mumma		04/29/2010
^**Signature of Reporting Person		Date
/s/ Dennis Dougherty		04/29/2010
^**Signature of Reporting Person		Date
/s/ Mitch Mumma, Intersouth Affiliates V, LP., By: Intersouth Associates V, LLC, Its General Partner, By: Mitch Mumma, Title: Member Manager		04/29/2010
^**Signature of Reporting Person		Date
/s/ Mitch Mumma, Intersouth Partners V, LP., By: Intersouth Associates V, LLC, Its General Partner, By: Mitch Mumma, Title: Member Manager		04/29/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	34,144 shares of Series A Preferred Stock automatically converted into 36,049 shares of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.
(2)	The reportable securities are owned directly by Intersouth Affiliates V, L.P. ("IA V"). Intersouth Associates V, LLC ("IA V, LLC") is the general partner of IA V. IA V, LLC disclaims beneficial ownership of these securities and this report shall not be deemed an admission that IA V, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Mitch Mumma ("Mumma") and Dennis Dougherty ("Dougherty") are the member managers of IA V, LLC. Each of Mumma and Dougherty disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
(3)	Each outstanding share of preferred stock automatically converted into 1 share of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.
(4)	746,946 shares of Series A Preferred Stock automatically converted into 788,627 shares of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.
(5)	The reportable securities are owned directly by Intersouth Partners V, L.P. ("IP V"). IA V, LLC is the general partner of IP V. IA V, LLC disclaims beneficial ownership of these securities and this report shall not be deemed an admission that IA V, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Mitch Mumma ("Mumma") and Dennis Dougherty ("Dougherty") are the member managers of IA V, LLC. Each of Mumma and Dougherty disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
(6)	Reflects a 3.4-for-1 reverse stock split, effective as of immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-162782).
(7)	Immediately.
(8)	Not applicable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.