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Form 4 SECOND SIGHT MEDICAL For: Jan 04 Filed by: McGuire Jonathan Will

January 8, 2018 7:35 PM
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 *
McGuire Jonathan Will
(Last) (First) (Middle)
12744 SAN FERNANDO ROAD
SUITE 400
(Street)
SYLMAR CA 91342
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SECOND SIGHT MEDICAL PRODUCTS INC [ EYES ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2018
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
Common Stock 81,339 D
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
Non-Qualified Stock Option (right to buy) $ 2.06 01/04/2018 A 450,000 01/04/2019 (1) 01/04/2028 Common Stock 450,000 (3) 450,000 D
Warrant to Purchase Common Stock $ 1.47 03/14/2017 03/14/2022 Common Stock 6,794 6,794 D
Non-Qualified Stock Option (right to buy) $ 1.97 01/03/2018 (2) 01/03/2027 Common Stock 571,330 571,330 D
Non-Qualified Stock Option (right to buy) $ 4.10 01/21/2017 (2) 01/21/2026 Common Stock 21,290 21,290 D
Non-Qualified Stock Option (right to buy) $ 12.43 08/17/2016 (2) 08/17/2025 Common Stock 420,000 420,000 D
Restricted Stock Unit (RSU) (3) 08/17/2016 (2) 08/17/2019 Common Stock 190,000 83,125 D
Explanation of Responses:
1. The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 4, 2018 (the "Vesting Commencement Date") and 6.25% of the total number of shares shall vest each quarterly anniversary of the Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.
2. Options and RSUs vest over a 4 year term, with 25% vesting on the Date Exercisable as set forth in this Form 4 and thereafter vesting in 12 equal quarterly installments of 6.25%.
3. Not Applicable
/s/ Jonathan Will McGuire 01/08/2018
** 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.

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