| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALDER BIOPHARMACEUTICALS, INC.
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
John V. Jaggers
Sevin Rosen Funds
One Galleria Tower
13355 Noel Road, Suite 1350
Dallas, TX 75240
(972) 702-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| 1 | Name of Reporting Persons Sevin Rosen Fund IX L.P. (“SRFIX”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Delaware |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 5,083,870 shares, except that SRB Associates IX L.P. (“SRBIX”), the general partner of SRFIX, may be deemed to have sole power to vote these shares, and Jon W. Bayless (“Bayless”), Stephen L. Domenik (“Domenik”), Stephen M. Dow (“Dow”), John V. Jaggers (“Jaggers”), Jackie R. Kimzey (“Kimzey”), David J. McLean (“McLean”), John T. Oxaal (“Oxaal”) Alan R. Schuele (“Schuele”) and Nicholas G. Sturiale (“Sturiale”), as members of the general partner of SRBIX, may be deemed to have shared power to vote these shares. |
|
6 | Shared Voting Power See response to row 5. |
|
7 | Sole Dispositive Power 5,083,870 shares, except that SRBIX, the general partner of SRFIX, may be deemed to have sole power to dispose of these shares, and Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale, as members of the general partner of SRBIX, may be deemed to have shared power to dispose of these shares. |
|
8 | Shared Dispositive Power See response to row 7. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,083,870 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.4% |
|
| 12 | Type of Reporting Person* PN |
| | | | | |
2
| 1 | Name of Reporting Persons Sevin Rosen IX Affiliates Fund L.P. (“SRIX A”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Delaware |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 101,104 shares, except that SRBIX, the general partner of SRIX A, may be deemed to have sole power to vote these shares, and Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale, as members of the general partner of SRBIX, may be deemed to have shared power to vote these shares. |
|
6 | Shared Voting Power See response to row 5. |
|
7 | Sole Dispositive Power 101,104 shares, except that SRBIX, the general partner of SRIX A, may be deemed to have sole power to dispose of these shares, and Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale, as members of the general partner of SRBIX, may be deemed to have shared power to dispose of these shares. |
|
8 | Shared Dispositive Power See response to row 7. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 101,104 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 0.3% |
|
| 12 | Type of Reporting Person* PN |
| | | | | |
3
| 1 | Name of Reporting Persons SRB Associates IX L.P. (“SRBIX”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Delaware |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 5,184,974 shares, of which 5,083,870 shares are directly owned by SRFIX, and 101,104 shares are directly owned by SRIX A. SRBIX, the general partner of SRFIX and SRIX A, may be deemed to have sole power to vote these shares, and Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale, members of the general partner of SRBIX, may be deemed to have shared power to vote these shares. |
|
6 | Shared Voting Power See response to row 5. |
|
7 | Sole Dispositive Power 5,184,974 shares, of which 5,083,870 shares are directly owned by SRFIX and 101,104 shares are directly owned by SRIX A. SRBIX, the general partner of SRFIX and SRIX A, may be deemed to have sole power to dispose of these shares, and Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale, as members of the general partner of SRBIX, may be deemed to have shared power to dispose of these shares. |
|
8 | Shared Dispositive Power See response to row 7. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,184,974 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* PN |
| | | | | |
4
| 1 | Name of Reporting Persons Sevin Rosen Bayless Management Company (“SRBMC”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization Delaware |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 8,462 shares are directly owned by SRBMC. Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale are officers and directors of SRBMC and may be deemed to have shared power to vote these shares. |
|
6 | Shared Voting Power See response to row 5. |
|
7 | Sole Dispositive Power 8,462 shares are directly owned by SRBMC. Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale are officers and directors of SRBMC and may be deemed to have shared power to dispose of these shares. |
|
8 | Shared Dispositive Power See response to row 7. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 8,462 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 0.03% |
|
| 12 | Type of Reporting Person* PN |
| | | | | |
5
| 1 | Name of Reporting Persons Jon W. Bayless (“Bayless”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 shares |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Bayless, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 shares |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Bayless, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
6
| 1 | Name of Reporting Persons Stephen L. Domenik (“Domenik”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Domenik, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Domenik, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
7
| 1 | Name of Reporting Persons Stephen M. Dow (“Dow”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 265,118 which are owned directly by The Dow Family Trust (the “Dow Trust”). Dow is a trustee of the Dow Trust and is deemed to have power to vote these shares. |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Dow, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 265,118 which are owned directly by The Dow Family Trust (the “Dow Trust”). Dow is a trustee of the Dow Trust and is deemed to have power to dispose of these shares. |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Dow, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,458,554 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 17.6% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
8
| 1 | Name of Reporting Persons John V. Jaggers (“Jaggers”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Jaggers, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Jaggers, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
9
| 1 | Name of Reporting Persons Jackie R. Kimzey (“Kimzey”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Kimzey, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Kimzey, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
10
| 1 | Name of Reporting Persons David J. McLean (“McLean) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. McLean, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. McLean, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
11
| 1 | Name of Reporting Persons John T. Oxaal (“Oxaal”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Oxaal, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Oxaal, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
12
| 1 | Name of Reporting Persons Alan R. Schuele (“Schuele”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Schuele, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Schuele, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
13
| 1 | Name of Reporting Persons Nicholas G. Sturiale (“Sturiale”) |
|
| 2 | Check the Appropriate Box if a Member of a Group* |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Citizenship or Place of Organization U.S. Citizen |
| | |
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
|
6 | Shared Voting Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Sturiale , as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to vote these shares. |
|
7 | Sole Dispositive Power 0 |
|
8 | Shared Dispositive Power 5,193,436 shares, of which 5,083,870 shares are directly owned by SRFIX, 101,104 shares are directly owned by SRIX A and 8,462 are directly owned by SRBMC. Sturiale, as a member of the general partner of SRBIX, the general partner of SRFIX and SRIX A, and an officer and director of SRBMC, may be deemed to have shared power to dispose of these shares. |
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,193,436 |
|
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
|
| 11 | Percent of Class Represented by Amount in Row 9 16.8% |
|
| 12 | Type of Reporting Person* IN |
| | | | | |
14
Item 1 | (a) | Name of Issuer
Alder Biopharmaceuticals, Inc. |
Item 1 | (b) | Address of Issuer’s Principal Executive Office
11804 North Creek Parkway South Bothell, WA 98011 |
|
Item 2. | (a) | Name of Persons Filing
This Statement is filed by Sevin Rosen Fund IX L.P., a Delaware limited partnership (“SRFIX”); Sevin Rosen IX Affiliates Fund L.P., a Delaware limited partnership (“SRIX A”); SRB Associates IX L.P., a Delaware limited partnership (“SRBIX”); Sevin Rosen Bayless Management Company (“SRBMC”) a Texas corporation; Jon W. Bayless (“Bayless”); Stephen L. Domenik (“Domenik”); Stephen M. Dow (“Dow”); John V. Jaggers (“Jaggers”); Jackie R. Kimzey (“Kimzey”); David J. McLean (“McLean”); John T. Oxaal (“Oxaal”) Alan R. Schuele (“Schuele”); and Nicholas G. Sturiale (“Sturiale”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” SRBIX, the general partner of SRFIX and SRIX A, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by SRFIX and SRIX A. Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBIX and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SRFIX and SRIX A. Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale are officers and directors of SRBMC and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SRBMC. |
| (b) | Address of Principal Business Office or, if none, Residence
The address for each of the Reporting Persons is: Sevin Rosen Funds One Galleria Tower 13355 Noel Road, Suite 1350 Dallas, TX 75240 |
| (c) | Citizenship
SRFIX, SRIX A and SRBIX are Delaware limited partnerships. SRMBC is a Texas corporation. Bayless, Domenik, Dow, Jaggers, Kimzey, McLean, Oxaal, Schuele and Sturiale are United States citizens. |
| (d) | Title of Class of Securities
Common Stock |
| (e) | CUSIP Number
014339105 |
15
Item 3.. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investement company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80(a-8); |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | Group, in accordance with 240.13d-1(b)(1)(ii)(J). |
| NOT APPLICABLE |
Item 4. | Ownership |
| The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2014: |
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| | (ii) | Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
| | | | | |
16
| | (iii) | Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. |
| | (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
|
Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. o |
NOT APPLICABLE |
Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
| Under certain circumstances set forth in the limited partnership agreements of SRFIX, SRIX A and SRBIX, the general and limited partners or stockholders, as the case may be, of each of such entities may be deemed the right to receive dividends from, or the proceeds from the sale of shares of the issuer owned by each such entity of which they are a partner or stockholder. |
|
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
NOT APPLICABLE |
|
Item 8. | Identification and Classification of Members of the Group |
NOT APPLICABLE |
|
Item 9. | Notice of Dissolution of Group |
NOT APPLICABLE |
17
Item 10. | CERTIFICATION |
NOT APPLICABLE |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2015 | |
| |
| |
SEVIN ROSEN FUND IX L.P. | /s/ John V. Jaggers |
By SRB ASSOCIATES IX L.P., | Signature |
Its General Partner | John V. Jaggers |
| General Partner |
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SEVIN ROSEN IX AFFILIATES FUND L.P. | /s/ John V. Jaggers |
By SRB ASSOCIATES IX L.P., | Signature |
Its General Partner | |
| John V. Jaggers |
| General Partner |
| |
SRB ASSOCIATES IX L.P. | /s/ John V. Jaggers |
By SRB ASSOCIATES IX L.L.C., | Signature |
Its General Partner | |
| John V. Jaggers |
| Attorney-In-Fact |
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SEVIN ROSEN BAYLESS MANAGEMENT COMPANY | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
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JON W. BAYLESS | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
| |
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STEPHEN L. DOMENIK | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
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STEPHEN M. DOW | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
| |
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JOHN V. JAGGERS | /s/ John V. Jaggers |
| Signature |
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JACKIE R. KIMZEY | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
| |
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DAVID J. MCLEAN | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
| |
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JOHN T. OXAAL | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
| |
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ALAN R. SCHUELE | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
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NICHOLAS G. STURIALE | /s/ John V. Jaggers |
| Signature |
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| John V. Jaggers |
| Attorney-In-Fact |
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EXHIBIT A
Agreement Of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Alder Biopharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Dated: February 2, 2015 | |
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SEVIN ROSEN FUND IX L.P. | /s/ John V. Jaggers |
By SRB ASSOCIATES IX L.P., | Signature |
Its General Partner | |
| John V. Jaggers |
| General Partner |
| |
SEVIN ROSEN IX AFFILIATES FUND L.P. | /s/ John V. Jaggers |
By SRB ASSOCIATES IX L.P., | Signature |
Its General Partner | |
| John V. Jaggers |
| General Partner |
| |
SRB ASSOCIATES IX L.P. | /s/ John V. Jaggers |
By SRB ASSOCIATES IX L.L.C. | Signature |
Its General Partner | |
| John V. Jaggers |
| Attorney-In-Fact |
| |
SEVIN ROSEN BAYLESS MANAGEMENT COMPANY | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
JON W. BAYLESS | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
| |
STEPHEN L. DOMENIK | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
| |
STEPHEN M. DOW | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
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JOHN V. JAGGERS | /s/ John V. Jaggers |
| Signature |
| |
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JACKIE R. KIMZEY | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
| |
DAVID J. MCLEAN | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
| |
JOHN T. OXAAL | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
| |
ALAN R. SCHUELE | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
| |
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NICOLAS G. STURIALE | /s/ John V. Jaggers |
| Signature |
| |
| John V. Jaggers |
| Attorney-In-Fact |
21
EXHIBIT B
John V. Jaggers has signed the enclosed documents as Attorney-In-Fact. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
22