Yarno Wendy L Form 4 ALDER BIOPHARMACEUTICALS / WENDY L YARNO ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

YARNO WENDY L

(Last) (First) (Middle)

C/O ALDER BIOPHARMACEUTICALS, INC.

11804 NORTH CREEK PARKWAY SOUTH

(Street)

BOTHELL WA 98011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALDER BIOPHARMACEUTICALS INC [ ALDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2019

4. If Amendment, Date of 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

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	10/22/2019(1)		U		5,000	D	$18(2)	0	D

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 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: 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
Stock Option (Right to Buy)	$19.75	10/22/2019(3)		D			30,000	(4)(5)	04/10/2027	Common Stock	30,000	$0.00	0	D
Stock Option (Right to Buy)	$16.9	10/22/2019(3)		D			15,000	(6)(7)	05/23/2027	Common Stock	15,000	$0.00	0	D
Stock Option (Right to Buy)	$15.5	10/22/2019(3)		D			15,000	(7)(8)	05/22/2028	Common Stock	15,000	$0.00	0	D
Stock Option (Right to Buy)	$11.01	10/22/2019(3)		D			22,500	(7)(9)	05/22/2029	Common Stock	22,500	$0.00	0	D

Explanation of Responses:

1. On September 16, 2019, the Reporting Person entered into a Tender and Support (the "Support Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC, Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser") and certain other securityholders of Issuer, pursuant to which the Reporting Person agreed to tender all shares of the Issuer's Common Stock, Class A-1 Convertible Preferred Stock or shares of Common Stock underlying stock options, as the case may be, held by Reporting Person to Purchaser (the "Tender Offer"). On October 22, 2019, Purchaser accepted the Tender Offer.

2. The Reporting Person will also receive one non-transferable contingent value right for each share held, which will entitle them to receive up to an additional $2.00 per share upon achievement of a milestone.

3. On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Lundbeck, Lundbeck LLC and Purchaser. On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.

4. The shares subject to this option shall vest and become exercisable at a rate of one-third of the shares underlying the option on the one-year anniversary of March 31, 2017 (the "Vesting Commencement Date"), one-third of the shares underlying the option on the two-year anniversary of the Vesting Commencement Date and one-third of the shares underlying the option on the three-year anniversary of the Vesting Commencement Date, for so long as the Reporting Person provides continuous service to the Issuer, such that the total shares shall be fully vested on the three-year anniversary of the Vesting Commencement Date.

5. The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive up to $0.25 per share upon achievement of a milestone.

6. The shares subject to this option shall fully vest and become exercisable on the date of the 2018 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.

7. The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.

8. The shares subject to this option shall fully vest and become exercisable on the date of the 2019 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.

9. The shares subject to this option shall fully vest and become exercisable on the date of the 2020 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date.

Remarks:

	/s/ Alan Hambelton, Attorney-in-Fact	10/24/2019
	** Signature of Reporting Person	Date
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