Sec Form 4 Filing - FORMELA JEAN FRANCOIS @ Egalet Corp - 2014-02-11

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 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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1. Name and Address of Reporting Person FORMELA JEAN FRANCOIS 2. Issuer Name and Ticker or Trading Symbol Egalet Corp [ EGLT] 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) 460 EAST SWEDESFORD ROAD, SUITE 1050 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2014 (Street) WAYNE, PA19087 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/11/2014 C 833,098 A 833,098 I By Atlas Venture Fund ( 2 ) Common Stock 02/11/2014 C 863,754 A 1,696,852 I By Atlas Venture Fund ( 2 ) Common Stock 02/11/2014 X 30,000 A $ 0.001 1,726,852 I By Atlas Venture Fund ( 2 ) Common Stock 02/11/2014 C 298,083 A $ 6 2,024,935 I By Atlas Venture Fund ( 2 ) Common Stock 02/11/2014 C 85,620 A $ 6 2,110,555 I By Atlas Venture Fund ( 2 ) Common Stock 02/11/2014 P 41,667 A $ 12 2,152,222 I By Atlas Venture Fund ( 2 ) Common Stock 308,727 I By Egalet A/S ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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-1 Preferred Stock ( 3 ) 02/11/2014 C 833,098 ( 3 ) ( 3 ) Common Stock 833,098 ( 3 ) $ 0 0 I By Atlas Venture Fund ( 2 ) Series B Preferred Stock ( 4 ) 02/11/2014 C 863,754 ( 4 ) ( 4 ) Common Stock 863,754 ( 4 ) $ 0 0 I By Atlas Venture Fund ( 2 ) Warrants $ 0.001 02/11/2014 X 30,000 ( 5 ) ( 5 ) Common Stock 30,000 $ 0 0 I By Atlas Venture Fund ( 2 ) Subordinated Convertible Debt $ 6 02/11/2014 C ( 6 ) ( 6 ) Common Stock 298,083 $ 0 0 I By Atlas Venture Fund ( 2 ) Senior Convertible Debt $ 6 02/11/2014 C ( 7 ) ( 7 ) Common Stock 85,620 $ 0 0 I By Atlas Venture Fund ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FORMELA JEAN FRANCOIS 460 EAST SWEDESFORD ROAD SUITE 1050 WAYNE, PA19087 X X Signatures /s/ Frank Castellucci by Frank Castellucci, attorney in fact for Jean-Francois Formela 02/12/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is Egalet A/S, a corporation. Atlas Venture Fund VII, L.P. ("Atlas Venture Fund") is a 23.9% equityholder of Egalet A/S. Atlas Venture Associates VII, L.P. ("Atlas Venture Associates") is the general partner of Atlas Venture Fund, and Atlas Venture Associates VII, Inc. ("Atlas Venture Inc.") is the general partner of Atlas Venture Associates. Dr. Formela is a director of Atlas Venture Inc. and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Atlas Venture Fund. Dr. Formela disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, and this report shall not be deemed an admission that Dr. Formela is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )The reporting person is Atlas Venture Fund. Atlas Venture Associates is the general partner of Atlas Venture Fund, and Atlas Venture Inc. is the general partner of Atlas Venture Associates. Dr. Formela is a director of Atlas Venture Inc. and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Atlas Venture Fund. Dr. Formela disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, and this report shall not be deemed an admission that Dr. Formela is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 3 )The Series A-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering. ( 4 )The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering. ( 5 )The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to Atlas Venture Fund's purchase of a specified minimum amount of common stock in such offering. ( 6 )The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share. ( 7 )The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.

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).

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