FORM 4
[X] 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
                                                                                  
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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 *

KANNAN RAJ
2. Issuer Name and Ticker or Trading Symbol

AERIE PHARMACEUTICALS INC [ AERI ]
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
(Last)          (First)          (Middle)

C/O AERIE PHARMACEUTICALS, INC., 4301 EMPEROR BLVD., SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2022
(Street)

DURHAM, NC 27703
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/21/2022  D(1)  215783 D$15.25 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $8.11 11/21/2022  D (2)    387169   (2)12/20/2031 Common Stock 387169 $7.14 0 D  
Stock Option (right to buy) $8.80 11/21/2022  D (2)    197239   (2)3/18/2032 Common Stock 197239 $6.45 0 D  

Explanation of Responses:
(1) Each of the reported shares of common stock of the Company (each a "Share" or, collectively, the "Shares"), including any Shares of restricted stock, was, at the Effective Time (defined below), cancelled and converted into the right to receive $15.25 in cash (the "Merger Consideration") without interest and subject to any applicable withholding taxes.
(2) Each stock option with a per Share exercise price that is less than the Merger Consideration was, at the Effective Time, cancelled in exchange for a cash payment equal to, for each Share underlying the stock option (without regard to vesting), the excess of the Merger Consideration over the exercise price payable per Share underlying such stock option. Any stock options with a per Share exercise price that was more than the Merger Consideration were cancelled for no consideration.

Remarks:
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 22, 2022, by and among Aerie Pharmaceuticals, Inc. (the "Company"), Alcon Research, LLC (the "Parent"), and Lyon Merger Sub, Inc., a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on August 23, 2022, pursuant to which the Company became a wholly owned subsidiary of Parent on November 21, 2022 (the "Effective Time").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
KANNAN RAJ
C/O AERIE PHARMACEUTICALS, INC.
4301 EMPEROR BLVD., SUITE 400
DURHAM, NC 27703
X
Chief Executive Officer

Signatures
/s/ John W. LaRocca, Attorney-in-Fact for Raj Kannan11/21/2022
**Signature of Reporting PersonDate


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 control number.
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