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 *
INTERWEST PARTNERS VIII LP
  2. Issuer Name and Ticker or Trading Symbol
APPLIED GENETIC TECHNOLOGIES CORP [AGTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O INTERWEST PARTNERS, 2710 SAND HILL ROAD, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2014
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 04/01/2014   C   1,376,480 A (1) 1,376,480 I See Footnote (2)
Common Stock 04/01/2014   P   75,376 (3) A $ 12 (3) 1,452,216 I See Footnote (4)

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
Series A-1 Convertible Preferred Stock (1) 04/01/2014   C     11,479,011   (1)   (5) Common Stock 690,699 $ 0 0 I See Footnote (6)
Series B-1 Convertible Preferred Stock (1) 04/01/2014   C     6,409,436   (1)   (5) Common Stock 183,126 $ 0 0 I See Footnote (7)
Series B-2 Convertible Preferred Stock (1) 04/01/2014   C     11,893,926   (1)   (5) Common Stock 339,825 $ 0 0 I See Footnote (8)
Series B-3 Convertible Preferred Stock (1) 04/01/2014   C     5,699,111   (1)   (5) Common Stock 162,830 $ 0 0 I See Footnote (9)
Series B-1 Warrant $ 0.1297 (5) 04/01/2014   C     416,361 (10)   (11) 05/02/2017 Series B-1 Convertible Preferred Stock 416,361 (10) $ 0 0 I See Footnote (12)
Common Stock Warrant $ 4.54 (5) 04/01/2014   C   11,895 (10)     (11) 05/02/2017 Common Stock 11,895 (10) $ 0 11,895 I See Footnote (13)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
INTERWEST PARTNERS VIII LP
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    
InterWest Management Partners VIII, LLC
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    
INTERWEST INVESTORS VIII L P
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    
INTERWEST INVESTORS Q VIII LP
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    
GIANOS PHILIP T
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    
Kliman Gilbert H
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    
Holmes W Stephen
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    
CASH HARVEY B
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
    X    

Signatures

 /s/ W. Stephen Holmes, Managing Director   04/01/2014
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes, Managing Director   04/01/2014
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes, Managing Director   04/01/2014
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes, Managing Director   04/01/2014
**Signature of Reporting Person Date

 /s/ Philip T. Gianos by Karen A. Wilson, Power of Attorney   04/01/2014
**Signature of Reporting Person Date

 /s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney   04/01/2014
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes   04/01/2014
**Signature of Reporting Person Date

 /s/ Harvey B. Cash by Karen A. Wilson, Power of Attorney   04/01/2014
**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) Each share of convertible preferred stock converted automatically into common stock upon the closing of the Issuer's initial public offering, and had no expiration date.
(2) These securities are held as follows: 1,327,893 by InterWest Partners VIII, LP ("IW8"), 10,597 by InterWest Investors VIII, LP ("II8") and 37,990 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
(3) Shares purchased in the Issuer's initial public offering at the intial public offering price of $12.00 per share as follows: 73,063 by InterWest Partners VIII, LP ("IW8"), 583 by InterWest Investors VIII, LP ("II8") and 2,090 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds").
(4) These securities are held as follows: 1,400,956 by InterWest Partners VIII, LP ("IW8"), 11,180 by InterWest Investors VIII, LP ("II8") and 40,080 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
(5) The shares had no expiration date.
(6) These securities are held as follows: 666,318 by InterWest Partners VIII, LP ("IW8"), 5,318 by InterWest Investors VIII, LP ("II8") and 19,063 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
(7) These securities are held as follows: 176,662 by IW8, 1,410 by II8 and 5,054 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
(8) These securities are held as follows: 327,830 by IW8, 2,616 by II8 and 9,379 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
(9) These securities are held as follows: 157,083 by IW8, 1,253 by II8 and 4,494 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
(10) Each share of Series B-1 preferred stock automatically converted into shares of common stock upon the closing of the Issure's initial public offering on a 1-for-35 basis.
(11) Warrant was fully exercisable upon original issue.
(12) These securities are held as follows: 401,663 by IW8, 3,206 by II8 and 11,492 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
(13) These securities are held as follows: 11,476 by InterWest Partners VIII, LP ("IW8"), 91 by InterWest Investors VIII, LP ("II8") and 328 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

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