| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ALDER BIOPHARMACEUTICALS INC [ ALDR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/04/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/04/2015 | J(1) | 4,547 | A | $0 | 4,547(2) | D | |||
| Common Stock | 06/04/2015 | J(1) | 1,392 | A | $0 | 1,392(3) | D | |||
| Common Stock | 06/04/2015 | J(1) | 3,664 | A | $0 | 3,664(4) | D | |||
| Common Stock | 06/04/2015 | J(1) | 3,664 | A | $0 | 3,664(5) | D | |||
| Common Stock | 06/04/2015 | J(1) | 2,782 | A | $0 | 2,782(6) | D | |||
| Common Stock | 06/04/2015 | J(1) | 2,340 | A | $0 | 2,340(7) | D | |||
| Common Stock | 06/04/2015 | J(1) | 4,547 | A | $0 | 4,547(8) | D | |||
| Common Stock | 06/04/2015 | J(1) | 2,340 | A | $0 | 2,340(9) | D | |||
| Common Stock | 2,024,483(10) | I | See Footnote (10) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a pro rata in-kind distribution, without additional consideration, of 1,973,885 shares of Common Stock of the Issuer by Sevin Rosen Fund IX L.P. and 50,552 shares of Common Stock of the Issuer by Sevin Rosen IX Affiliates Fund L.P. |
| 2. Represents the receipt of shares by John V. Jaggers ("Jaggers") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 3. Represents the receipt of shares by Jon W. Bayless("Bayless") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 4. Represents the receipt of shares by Stephen L. Domenik ("Domenik") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 5. Represents the receipt of shares by Jackie R. Kimzey ("Kimzey") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 6. Represents the receipt of shares by David J. McLean ("McLean") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 7. Represents the receipt of shares by John T. Oxaal ("Oxaal") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 8. Represents the receipt of shares by Alan R. Schuele ("Schuele") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 9. Represents the receipt of shares by Nicholas G. Sturiale ("Sturiale") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above. |
| 10. Total Common Shares of 2,024,483 represents 46 shares owned directly by SRB Associates IX L.P. ("SRBAIX"), 1,973,885 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX") and 50,552 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRIX AFF"). SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, 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. |
| John V. Jaggers | 06/05/2015 | |
| John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless | 06/05/2015 | |
| John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik | 06/05/2015 | |
| John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey | 06/05/2015 | |
| John V. Jaggers, As Attorney-In-Fact For David J. McLean | 06/05/2015 | |
| John V. Jaggers, As Attorney-In-Fact For John T. Oxaal | 06/05/2015 | |
| John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele | 06/05/2015 | |
| John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale | 06/05/2015 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
