Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Opaleye Management Inc.	2. Date of Event Requiring Statement (MM/DD/YYYY) 12/17/2019	3. Issuer Name and Ticker or Trading Symbol OCULAR THERAPEUTIX, INC [OCUL]
(Last)        (First)        (Middle) ONE BOSTON PLACE, 26TH FLOOR	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                          ___X___ 10% Owner _____ Officer (give title below)        _____ Other (specify below)
(Street) BOSTON, MA 02108       (City)              (State)              (Zip)	5. If Amendment, Date Original Filed(MM/DD/YYYY)	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 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, $0.0001 par value	4888500	I (1)	See footnote (1)
Common Stock, $0.0001 par value	202500	I (2)	Managed Account

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: 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
American-style call option	12/24/2019	6/19/2020	Common Stock	1000	$7.50	D (1)

Explanation of Responses:
(1)	Represents securities owned directly by Opaleye, L.P. (the "Fund"). As the investment manager of the Fund, Opaleye Management Inc. ("Opaleye") may be deemed to beneficially own the securities owned directly by the Fund.
(2)	Securities owned by a separately managed account (the "Managed Account"). As the portfolio manager of the Managed Account, Opaleye may be deemed to beneficially own the securities owned directly by the Managed Account.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Opaleye Management Inc. ONE BOSTON PLACE, 26TH FLOOR BOSTON, MA 02108		X

Signatures
Opaleye, Management Inc., By: /s/ James Silverman, President		12/27/2019
**Signature of Reporting Person		Date