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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Weber David Allen
  2. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [OTIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
C/O OTONOMY, INC., 6275 NANCY RIDGE DRIVE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2015
(Street)

SAN DIEGO, CA 92121
4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock 11/16/2015   M   5,208 A $ 1.76 22,811 (1) D  
Common Stock 11/16/2015   S(2)   5,108 D $ 28.5605 (3) 17,703 D  
Common Stock 11/16/2015   S   100 D $ 29.25 17,603 D  
Common Stock               4,812 (4) I See footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 1.76 11/16/2015   M     5,208   (6) 12/20/2023 Common Stock 5,208 $ 0 395,357 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Weber David Allen
C/O OTONOMY, INC.
6275 NANCY RIDGE DRIVE, SUITE 100
SAN DIEGO, CA 92121
  X     President & CEO  

Signatures

 /s/ Eric J. Loumeau, by power of attorney   11/17/2015
**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) The Form 4s filed by the Reporting Person since December 2014 did not include the Reporting Person's 17,064 shares acquired prior to the Issuer's initial public offering, also held directly by the Reporting Person. Column 5 of Table I now reflects these additional 17,064 shares.
(2) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(3) The sale price reported in Column 4 of Table I represents the weighted average sale price of the shares sold ranging from $28.03 to $28.99 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(4) The Form 4s filed by the Reporting Person since December 2014 did not reflect the 4,812 shares held indirectly by The Weber Trust Dated March 9, 2005 for which the Reporting Person serves as a trustee. Column 5 of Table I now reflects these additional 4,812 shares held indirectly by the Reporting Person.
(5) The reported shares are held directly by The Weber Trust Dated March 9, 2005 for which the Reporting Person serves as trustee.
(6) An option to purchase 438,469 shares was granted on December 20, 2013 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision pursuant to which 193,874 shares were immediately exercisable. One fourth of the total number of shares initially subject to the option vested on September 1, 2014 and one forty-eighth of the shares vest ratably thereafter.
(7) In addition to the option to purchase 395,357 shares of common stock as set forth in Table II, the Reporting Person currently holds options to purchase up to an aggregate of 525,581 shares of common stock, which options vest according to their terms.

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