Domenik Stephen L Form 4 ALDER BIOPHARMACEUTICALS / NICHOLAS G STURIALE 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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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^*

JAGGERS JOHN V

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(Street)

DALLAS TX 75240

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2015

4. If Amendment, Date of 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

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	08/11/2015		S		115,358	D	$40.4026(1)	1,909,125	I	See Footnote(2)
Common Stock	08/12/2015		S		97,109	D	$40.0314(3)	1,812,016	I	See Footnote(4)
Common Stock	08/12/2015		J(5)		1,795,752	D	$0	16,264	I	See Footnote(6)
Common Stock	08/12/2015		J(5)		42(7)	A	$0	16,306	I	See Footnote(8)
Common Stock	08/12/2015		J(5)		4,115(9)	A	$0	8,662	D
Common Stock	08/12/2015		J(5)		1,259(10)	A	$0	2,651	D
Common Stock	08/12/2015		J(5)		3,316(11)	A	$0	6,980	D
Common Stock	08/12/2015		J(5)		3,316(12)	A	$0	6,980	D
Common Stock	08/15/2015		J(5)		2,517(13)	A	$0	5,299	D
Common Stock	08/12/2015		J(5)		2,118(14)	A	$0	4,458	D
Common Stock	08/12/2015		J(5)		4,115(15)	A	$0	8,662	D
Common Stock	08/12/2015		J(5)		2,118(16)	A	$0	4,458	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

1. Name and Address of Reporting Person^*

JAGGERS JOHN V

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAYLESS JON W

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DOMENIK STEPHEN L

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIMZEY JACKIE R

(Last) (First) (Middle)

SEVIN ROSEN FUNDS

13355 NOEL ROAD, SUITE 1350

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McLean David J.

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OXAAL JOHN T

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHUELE ALAN R

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STURIALE NICHOLAS G

(Last) (First) (Middle)

C/O SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS TX 75240

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $41.90 to $40.00 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities And Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

2. Total Common Shares of 1,909,125 represents 46 shares owned directly by SRB Associates IX L.P. ("SRBAIX"), 1,860,948 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX"), 48,131 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRFIX AFF"). John V. Jaggers ("Jaggers"), Jon W. Bayless ("Bayless") Stephen L. Domenik, ("Domenik"), Jackie R.Kimzey ("Kimzey") David J. McLean ("McLean"), John T. Oxaal ("Oxaal"), Alan R. Schuele ("Schuele") and Nicholas G. Sturiale ("Sturiale") are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.26 to $40.00 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities And Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

4. Total Common Shares of 1,812,016 represents 46 shares owned directly by SRBAIX, 1,765,877 shares owned directly by SRFIX and 46,093 shares owned directly by SRFIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.

5. Represents a pro-rata in-kind distribution, without additional consideration, of 1,750,000 shares of Common Stock of the Issuer by SRFIX and 45,752 shares of Common Stock of the Issuer by SRIXAFF.

6. Total Common Shares of 16,264 represents 46 shares owned directly by SRBAIX, 15,877 shares owned directly by SRFIX and 341 shares owned directly by SRIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.

7. Represents the receipt of shares by SRBAIX of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

8. Total Common Shares of 16,306 represents 88 shares owned directly by SRBAIX, 15,877 shares owned directly by SRFIX and 341 shares owned directly by SRIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.

9. Represents the receipt of shares by Jaggers of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

10. Represents the receipt of shares by Bayless of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

11. Represents the receipt of shares by Domenik of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

12. Represents the receipt of shares by Kimzey of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

13. Represents the receipt of shares by McLean of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

14. Represents the receipt of shares by Oxaal of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

15. Represents the receipt of shares by Schuele of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

16. Represents the receipt of shares by Sturiale of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

	John V. Jaggers	08/13/2015
	John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless	08/13/2015
	John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik	08/13/2015
	John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey	08/13/2015
	John V. Jaggers, As Attorney-In-Fact For David J. McLean	08/13/2015
	John V. Jaggers, As Attorney-In-Fact For John T. Oxaal	08/13/2015
	John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele	08/13/2015
	John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale	08/13/2015
	** Signature of Reporting Person	Date
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