SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Pitango Venture Capital Principals Fund IV, L.P. (Last) (First) (Middle) 11 HAMENOFIM ST. BLDG. B (Street) HERZLIYA L3 46725 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/17/2015	3. Issuer Name and Ticker or Trading Symbol INOTEK PHARMACEUTICALS CORP [ ITEK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

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)
Common Stock	194,642	I	See Footnotes(1)(2)

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Convertible Preferred Stock	(3)	(3)	Common Stock	847,424	(3)	I	See Footnotes(2)(3)
Convertible Promissory Notes	(4)	(4)	Common Stock	38,143	(4)	I	See Footnotes(3)(4)

1. Name and Address of Reporting Person* Pitango Venture Capital Principals Fund IV, L.P. (Last) (First) (Middle) 11 HAMENOFIM ST. BLDG. B (Street) HERZLIYA L3 46725 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pitango Venture Capital Fund IV, L.P. (Last) (First) (Middle) 11 HAMENOFIM ST. BLDG. B (Street) HERZLIYA L3 46725 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pitango V.C. Fund IV, L.P. (Last) (First) (Middle) 11 HAMENOFIM ST. BLDG. B (Street) HERZLIYA L3 46725 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pitango G.C. Capital Holdings Ltd. (Last) (First) (Middle) 11 HAMENOFIM ST. BLDG. B (Street) HERZLIYA L3 46725 (City) (State) (Zip)

Explanation of Responses:

1. Consists of the following shares of Common Stock: (i) 190,533 shares held directly by Pitango Venture Capital Fund IV L.P. ("Pitango Fund IV") and (ii) 4,109 shares held directly by Pitango Venture Capital Fund Principals IV L.P. ("Pitango Principals IV").

2. Pitango V.C. Fund IV, L.P. is the General Partner of Pitango Fund IV and Pitango Principals IV, with its own General Partner being Pitango G.P. Capital Holdings Ltd., an Israeli company, owned indirectly by six individuals. These six individuals share voting and dispositive power of the Isuer's shares but none has sole voting or dispositive power of the Issuer's shares.

3. The Series AA Convertible Preferred Stock ("Series AA Preferred") is convertible at any time at the holder's election and has no expiration date. All shares of Series AA Preferred, including all accrued and unpaid dividends thereon, will be automatically converted on a 4.05783-for-1 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. The number of shares of Common Stock as shown in column 3 is based on a conversion of the following shares of Series AA Preferred: (i) 2,619,795 shares held directly by Pitango Fund IV and (ii) 56,553 shares held directly by Pitango Principals IV, plus accrued and unpaid dividends on each share of Series AA Preferred through the assumed closing date of February 23, 2015.

4. The outstanding principal amount and all accrued and unpaid interest under the Convertible Promissory Notes will be automatically converted upon the closing of the Issuer's initial public offering into shares of Common Stock at the initial public offering price of $6.00 per share. The Convertible Promissory Notes have no expiration date. The number of shares of Common Stock as shown in column 3 is based on a conversion of the following principal amounts of Convertible Promissory Notes: (i) $220,975.53 held directly by Pitango Fund IV and (ii) $4,771.90 held directly by Pitango Principals IV, plus accrued and unpaid interest through the assumed closing date of February 23, 2015.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	Pitango Venture Capital Principals Fund IV, L.P., by Pitango V.C. Fund IV, L.P., its general partner, by Pitango G.P. Capital Holdings Ltd., its general partner, by /s/ Michael C. Wong, attorney-in-fact	02/17/2015
	Pitango Venture Capital Fund IV, L.P., by Pitango V.C. Fund IV, L.P., its general partner, by Pitango G.P. Capital Holdings Ltd., its general partner, by /s/ Michael C. Wong, attorney-in-fact	02/17/2015
	Pitango V.C. Fund IV, L.P., its general partner, by Pitango G.P. Capital Holdings Ltd., its general partner, by /s/ Michael C. Wong, attorney-in-fact	02/17/2015
	Pitango G.P. Capital Holdings Ltd., its general partner, by /s/ Michael C. Wong, attorney-in-fact	02/17/2015
	** 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 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).
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.

                           LIMITED POWER OF ATTORNEY


      Each of the undersigned hereby constitutes and appoints each of Dale
Ritter, Michelle M. Parilo and Michael C. Wong, signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-in- fact to:

      (1)    execute for and on behalf of the undersigned, in the undersigned's
capacity as a stockholder of Inotek Pharmaceuticals Corporation (the "Company"),
from time to time the following U.S. Securities and Exchange Commission ("SEC")
forms: (i) Form ID, including any attached documents, to effect the assignment
of codes to the undersigned to be used in the transmission of information to the
SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents;  (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D, (vi) Schedule 13G and (vii) amendments of each thereof, in
accordance with the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents;

      (2)    do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D, Schedule 13G or any amendment(s) thereto, and
timely file such form(s) with the SEC and any securities exchange, national
association or similar authority; and

      (3)    take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in- fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney- in-fact.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as a stockholder of
the Company.  This Power of Attorney shall expire as to any individual attorney-
in-fact if such attorney-in-fact ceases to be a stockholder of the Company.

                            [Signature Page Follows]

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of January 31, 2015.


Pitango Venture Capital Fund IV, L.P.

By: Pitango V.C. Fund IV, L.P.,
    its general partner

By: Pitango G.P. Capital Holdings Ltd,
    its general partner


By:  /s/ Zeev Binman                  By:  /s/ Bruce Crocker
    ----------------------                -------------------------
     Name: Zeev Binman                 Name: Bruce Crocker
     Title: General Partner & CFO      Title: Venture Partner




Pitango Venture Capital Principals Fund IV, L.P.

By: Pitango V.C. Fund IV, L.P.,
    its general partner

By: Pitango G.P. Capital Holdings Ltd,
    its general partner


By:  /s/ Zeev Binman                  By:  /s/ Bruce Crocker
    ----------------------                -------------------------
     Name: Zeev Binman                 Name: Bruce Crocker
     Title: General Partner & CFO      Title: Venture Partner




Pitango V.C. Fund IV, L.P.

By: Pitango G.P. Capital Holdings Ltd,
    its general partner


By:  /s/ Zeev Binman                  By:  /s/ Bruce Crocker
    ----------------------                -------------------------
     Name: Zeev Binman                 Name: Bruce Crocker
     Title: General Partner & CFO      Title: Venture Partner




Pitango G.C. Capital Holdings Ltd



By:  /s/ Zeev Binman                  By:  /s/ Bruce Crocker
    ----------------------                -------------------------
     Name: Zeev Binman                 Name: Bruce Crocker
     Title: General Partner & CFO      Title: Venture Partner