Dilly Stephen George Form 4 Aimmune Therapeutics / STEPHEN GEORGE DILLY 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^*

DILLY STEPHEN GEORGE

(Last) (First) (Middle)

AIMMUNE THERAPEUTICS, INC.

8000 MARINA BOULEVARD, SUITE 300

(Street)

BRISBANE CA 94005-1884

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [ AIMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2016

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, $0.0001 par value	07/25/2016		G(1)	V	14,447	A	$0.00	779,755(2)(3)	D
Common Stock, $0.0001 par value	07/25/2016		G(1)	V	14,447	D	$0.00	51,403	I	By GRAT 1(4)
Common Stock, $0.0001 par value	07/25/2016		G(5)	V	14,447	A	$0.00	14,447	I	By Wife
Common Stock, $0.0001 par value	07/25/2016		G(5)	V	14,447	D	$0.00	51,403	I	By Wife's GRAT 1(6)
Common Stock, $0.0001 par value	08/24/2016		G(7)	V	14,447	D	$0.00	765,308(2)	D
Common Stock, $0.0001 par value	08/24/2016		G(7)	V	14,447	A	$0.00	14,447	I	By GRAT 2(8)
Common Stock, $0.0001 par value	08/24/2016		G(9)	V	14,447	D	$0.00	0	I	By Wife
Common Stock, $0.0001 par value	08/24/2016		G(9)	V	14,447	A	$0.00	14,447	I	By Wife's GRAT 2(10)
Common Stock, $0.0001 par value	11/10/2016		S(11)		1,304	D	$25	764,004(2)	D
Common Stock, $0.0001 par value	11/11/2016		S(11)		23,696	D	$25.0249(12)	740,308(2)	D
Common Stock, $0.0001 par value	11/11/2016		S(11)		25,000	D	$25	715,308(2)	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

Explanation of Responses:

1. This transaction involved a gift of securities previously held indirectly by Stephen G. Dilly, as Trustee of The Stephen G. Dilly 2015 Grantor Retained Annuity Trust dated June 23, 2015 (the "First Dilly Trust"). Such shares were transferred from the First Dilly Trust to Reporting Person on July 25, 2016.

2. A portion of these shares is subject to a right of repurchase held by the Issuer.

3. Includes 14,447 shares previously held indirectly by the First Dilly Trust. Such shares were transferred from the First Dilly Trust to Reporting Person on July 25, 2016.

4. These shares are held by the First Dilly Trust. Dr. Dilly has sole voting, investment and dispositive power over the shares held by the First Dilly Trust.

5. This transaction involved a gift of securities previously held indirectly by Edwina Lynette Mullens, as Trustee of The Edwina Lynette Mullens 2015 Grantor Retained Annuity Trust dated June 23, 2015 (the "First Mullens Trust"). Such shares were transferred from the First Mullens Trust to Reporting Person's wife on July 25, 2016. Dr. Dilly disclaims beneficial ownership of the shares held by Ms. Mullens.

6. These shares are held by the First Mullens Trust. Ms. Mullens has sole voting, investment and dispositive power over the shares held by the First Mullens Trust. Dr. Dilly disclaims beneficial ownership of the shares held by the First Mullens Trust.

7. This transaction involved a gift of securities previously held directly by Stephen G. Dilly to Stephen G. Dilly, Trustee, The Stephen G. Dilly 2016 Grantor Retained Annuity Trust DTD August 12, 2016 (the "Second Dilly Trust"). Such shares were transferred from Reporting Person to the Second Dilly Trust on August 24, 2016.

8. These shares are held by the Second Dilly Trust. Dr. Dilly has sole voting, investment and dispositive power over the shares held by the Second Dilly Trust.

9. This transaction involved a gift of securities previously held directly by Edwina Lynette Mullens to Edwina Lynette Mullens, Trustee, The Edwina Lynette Mullens 2016 Grantor Retained Annuity Trust DTD August 12, 2016 (the "Second Mullens Trust"). Such shares were transferred from Reporting Person's wife to the Second Mullens Trust on August 24, 2016. Dr. Dilly disclaims beneficial ownership of the shares held by the Second Mullens Trust.

10. These shares are held by the Second Mullens Trust. Ms. Mullens has sole voting, investment and dispositive power over the shares held by the Second Mullens Trust. Dr. Dilly disclaims beneficial ownership of the shares held by the Second Mullens Trust.

11. The sale reported in the Form 4 was effected pursuant to a Rule 10b5 1 trading plan adopted by the Reporting Person.

12. The transaction was executed in multiple trades in prices ranging from $25.00 to $25.17, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

Remarks:

President and Chief Executive Officer

	/s/ Warren L. DeSouza, as Attorney-in-Fact for Stephen G. Dilly	11/15/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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