Atkinson Gary J G 4

4 · LPATH, INC · Filed Nov 21, 2012

Form 4

Period: 2012-11-19

VP & CFO

Transactions

Exercise/Conversion
Class A Common Stock
2012-11-19+5,358→ 5,358 total
Exercise/Conversion
Class A Common Stock
2012-11-20+14,286→ 19,644 total
Exercise/Conversion
Restricted Stock Unit
2012-11-19−5,358→ 0 total
Exercise: $0.00→ Class A Common Stock (5,358 underlying)
Tax Payment
Class A Common Stock
2012-11-20$5.99/sh−6,875$41,181→ 12,769 total
Exercise/Conversion
Restricted Stock Unit
2012-11-20−14,286→ 0 total
Exercise: $0.00→ Class A Common Stock (14,286 underlying)

Footnotes (6)

[F1]Represents a restricted stock unit previously reported as 100,000 shares as adjusted to reflect a 1-for-7 reverse stock split that occurred on October 8, 2012 and the forfeiture of shares that did not vest due to the failure to achieve certain performance milestones related to the Company's research and clinical development.
[F2]Each restricted stock unit represented a right to receive shares of Lpath, Inc. Class A common stock, subject to vesting requirements, at no additional conversion or exercise price.
[F3]Represents a restricted stock unit previously reported as 100,000 shares as adjusted to reflect a 1-for-7 reverse stock split that occurred on October 8, 2012.
[F4]The shares were withheld at the election of the reporting person to satisfy the Company's minimum tax withholding obligations in connection with the vesting of restricted stock units granted in November 2007.
[F5]The restricted stock unit vested based on the achievement of certain milestones related to the Company's research and clinical development. Vested shares were delivered to the reporting person on the fifth anniversary of the date of grant.
[F6]25% of the restricted stock unit vested on April 1, 2008, the remaining 75% of the restricted stock unit vested in 12 equal quarterly installments thereafter from such date. Vested shares were delivered to the reporting person on the fifth anniversary of the date of grant.

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