Satter Muneer A Form 3 AILERON THERAPEUTICS / Muneer A Satter ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Satter Muneer A

(Last) (First) (Middle)

C/O SATTER MANAGEMENT CO., L.P.

676 NORTH MICHIGAN AVENUE, SUITE 4000

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2019

3. Issuer Name and Ticker or Trading Symbol
AILERON THERAPEUTICS INC [ ALRN ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	3,909,449	I	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)(1)	04/02/2019	04/02/2024	Common Stock	3,731,343	2	I	See footnote(3)

Explanation of Responses:

1. Reflects 3,731,343 shares of common stock and associated warrants to purchase 3,731,343 shares of common stock purchased in a private placement by Satter Medical Technology Partners, L.P. ("SMTP") on April 2, 2019.

2. The amount in Column 4 includes (a) 161,440 shares that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares, (b) 16,666 shares that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares, and (c) the remaining balance of shares are held by SMTP for which the Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clauses (b) and (c) of this footnote (2), except to the extent of his pecuniary interest.

3. Warrants are held by SMTP for which the Reporting Person has sole voting and dispositive power over all such warrants and the underlying shares of common stock. The Reporting Person disclaims beneficial ownership of all warrants and underlying shares of common stock, except to the extent of his pecuniary interest.

Remarks:

In connection with the transaction, SMTP had a contractual right to designate one member of the Board of Directors of Aileron Therapeutics, Inc. Therefore, the Reporting Person may be deemed to be a director by deputization. Exhibit 24: Power of Attorney

	/s/ Robert M. Hayward, P.C., by Power of Attorney	04/03/2019
	** 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 5 (b)(v).
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