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 *
Brooks Mark J
  2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ALIM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
950 TOWER LANE, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010
(Street)

FOSTER CITY, CA 94404
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 04/27/2010   C   1,649,358 (1) A (1) 1,649,358 I See FN (2)
Common Stock 04/27/2010   C   1,121,866 (3) A (4) 2,771,224 I See FN (2)
Common Stock 04/27/2010   C   1,153,719 (5) A (6) 3,924,943 I See FN (2)
Common Stock 04/27/2010   C   574,515 (7) A (8) 4,499,458 I See FN (2)
Common Stock 04/27/2010   P   363,636 A $ 11 4,863,094 I See FN (2)

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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
Series A Convertible Preferred Stock (1) 04/27/2010   C     1,562,184   (9)   (9) Common Stock 1,649,358 $ 0 0 I See FN (2)
Series B Convertible Preferred Stock (4) 04/27/2010   C     1,121,866   (9)   (9) Common Stock 1,121,866 $ 0 0 I See FN (2)
Series C Convertible Preferred Stock (6) 04/27/2010   C     1,153,719   (9)   (9) Common Stock 1,153,719 $ 0 0 I See FN (2)
Series C-1 Convertible Preferred Stock (8) 04/27/2010   C     574,515   (9)   (9) Common Stock 574,515 $ 0 0 I See FN (2)
Stock Option (Right to Buy) $ 11 04/27/2010   A   7,500     (10) 04/26/2020 Common Stock 7,500 $ 0 7,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Brooks Mark J
950 TOWER LANE, SUITE 700
FOSTER CITY, CA 94404
  X   X    

Signatures

 /s/ Mark Brooks   04/28/2010
**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) Automatic conversion, in connection with the Issuer's initial public offering, of 1,562,184 shares of Series A Preferred Stock into 1,649,358 shares of common stock.
(2) The shares are held by BAVP, LP ("BAVP"). The General Partner of BAVP is Scale Venture Management I, LLC ("Scale"). The Reporting Person is a managing member of Scale and shares voting and investment power with respect to these shares with three other managing members of Scale. The Reporting Person disclaims beneficial ownership with respect to these shares except to the extent of his pecuniary interest therein.
(3) Automatic conversion, in connection with the Issuer's initial public offering, of Series B Preferred Stock at a rate of 1-for-1, resulting in the issuance of 1,121,866 shares of common stock.
(4) The Series B Convertible Preferred Stock converted into the Issuer's Common Stock at a rate of 1-for-1.
(5) Automatic conversion, in connection with the Issuer's initial public offering, of Series C Preferred Stock at a rate of 1-for-1, resulting in the issuance of 1,153,719 shares of common stock.
(6) The Series C Convertible Preferred Stock converted into the Issuer's Common Stock at a rate of 1-for-1.
(7) Automatic conversion, in connection with the Issuer's initial public offering, of Series C-1 Preferred Stock at a rate of 1-for-1, resulting in the issuance of 574,515 shares of common stock.
(8) The Series C-1 Convertible Preferred Stock converted into the Issuer's Common Stock at a rate of 1-for-1.
(9) The securities are preferred stock of the Issuer and do not have an expiration date. The securities automatically converted into common stock upon the closing of the Issuer's initial public offering.
(10) The shares subject to the option vest and become exercisable at a rate of 25% on the first anniversary of the the vesting commencement date, and the remainder vest and become exercisable in equal monthly installments over the following 36 months.

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