Alder Biopharmaceuticals Form 4 / Jeremy Green 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^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(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)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/22/2019⁽¹⁾		U		8,244,896	D	⁽²⁾	0	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A-1 Convertible Preferred Stock	⁽⁶⁾⁽⁷⁾	10/22/2019		U			779,776	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	7,797,760	⁽⁸⁾	0	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Class A-1 Convertible Preferred Stock Warrant (Right to Buy)	$137.88	10/22/2019		J⁽⁹⁾		75,000		10/22/2019	10/22/2029	Class A-1 Convertible Preferred Stock	75,000	$0	75,000	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Class A-1 Convertible Preferred Stock Warrant (Right to Buy)	$137.88	10/22/2019		X⁽¹⁰⁾			75,000	10/22/2019	10/22/2029	Class A-1 Convertible Preferred Stock	75,000	$0	0	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Class A-1 Convertible Preferred Stock	⁽⁶⁾⁽⁷⁾	10/22/2019		X⁽¹⁰⁾		75,000		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	750,000	$0	75,000	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Class A-1 Convertible Preferred Stock	$188.64	10/22/2019		D⁽¹⁰⁾			54,757	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	547,570	$0	20,243	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Class A-1 Convertible Preferred Stock	⁽⁶⁾⁽⁷⁾	10/22/2019		U			20,243	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	202,430	⁽¹¹⁾	0	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾
Stock Option (Right to Buy)	$13.2	10/22/2019		D⁽¹²⁾			30,000	⁽¹²⁾	04/25/2028	Common Stock	30,000	⁽¹²⁾	0	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾
Stock Option (Right to Buy)	$15.5	10/22/2019		D⁽¹⁴⁾			15,000	⁽¹⁴⁾	05/22/2028	Common Stock	15,000	⁽¹⁴⁾	0	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾
Stock Option (Right to Buy)	$11.01	10/22/2019		D⁽¹⁵⁾			22,500	⁽¹⁵⁾	05/22/2029	Common Stock	22,500	⁽¹⁵⁾	0	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Green Jeremy

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 22, 2019, Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary (the "Purchaser") of H. Lundbeck A/S, a Danish aktieselskab ("Lundbeck"), consummated a tender offer (the "Tender Offer") to acquire all tendered shares of common stock of the Issuer. Following the Tender Offer, on October 22, 2019, the Purchaser merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of Lundbeck (the "Merger").

2. Pursuant to the Tender Offer, these shares of the Issuer's common stock were exchanged for consideration of (i) $18.00 per share of the Issuer's common stock, net to the seller in cash (the "Closing Amount"), without interest and less any applicable withholding taxes, plus (ii) one contingent value right (a "CVR") per share of the Issuer's common stock, which represents the right to receive $2.00 per CVR (the "Milestone Payment"), net to the seller in cash, without interest and less any applicable withholding taxes, upon the achievement of a regulatory milestone (the Closing Amount plus one CVR collectively, the "Consideration").

3. These securities were directly owned by certain private investment vehicles and separately managed accounts managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. Mr. Green, a member of the board of directors of the Issuer, was elected to that board as a representative of Redmile. As a result, Redmile is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

5. Contingent upon, and effective as of, the effective time of the Merger (the "Effective Time"), on October 22, 2019, Jeremy Green resigned as a director of the Issuer and Redmile may no longer be deemed a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

6. The Class A-1 Convertible Preferred Stock was convertible into shares of the Issuer's common stock in accordance with the terms of the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Class A-1 Convertible Preferred Stock (the "Certificate of Designation") at any time and from time to time at the holder's election based on the conversion rate in effect at the time of conversion. The shares of Class A-1 Convertible Preferred Stock were convertible on a 1-for-10 basis and such conversion rate is reflected in the amount listed under Column 7.

7. The terms of the Class A-1 Convertible Preferred Stock provided that the holder did not have the right to convert any portion of the Class A-1 Preferred Stock held by the holder, to the extent that, after giving effect to the conversion set forth in a notice of conversion, such holder, together with such holder's affiliates, and any persons acting as a group together with such holder or affiliates, would beneficially own in excess of 9.99% of the shares of the Issuer's common stock then issued and outstanding, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Class A-1 Convertible Preferred Stock had no expiration date.

8. On October 22, 2019, pursuant to the Certificate of Designation, upon the consummation of the Tender Offer, each share of Class A-1 Convertible Preferred Stock was automatically cancelled in exchange for the amount of Consideration that would have been exchanged for the shares of the Issuer's common stock issuable upon the conversion of such share of Class A-1 Convertible Preferred Stock had such share of Class A-1 Convertible Preferred Stock been converted into the Issuer's common stock immediately prior to the consummation of the Tender Offer.

9. Effective as of the Effective Time, the Issuer issued warrants (the "Warrants") to purchase an aggregate of 75,000 shares of Class A-1 Convertible Preferred Stock to the Reporting Persons pursuant to the terms of that certain Preferred Stock Purchase Agreement, dated as of January 7, 2018, by and among the Issuer and the buyers listed on the Schedule of Buyers attached thereto as Exhibit A.

10. Effective as of the Effective Time, the Reporting Persons exercised the Warrants for $137.88 per share of Class A-1 Convertible Preferred Stock. The Reporting Persons paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 54,757 shares of Class A-1 Convertible Preferred Stock to pay the exercise price and issuing to the Reporting Persons the remaining 20,243 shares. The Issuer also paid $626.06 to the Reporting Persons in lieu of fractional shares.

11. On October 22, 2019, pursuant to the Certificate of Designation, effective as of the Effective Time, each share of Class A-1 Convertible Preferred Stock was automatically cancelled in exchange for the amount of Consideration that would have been exchanged for the shares of the Issuer's common stock issuable upon the conversion of such share of Class A-1 Convertible Preferred Stock had such share of Class A-1 Convertible Preferred Stock been converted into the Issuer's common stock immediately prior to the consummation of the Tender Offer.

12. This option, which provided for vesting in three equal annual installments beginning April 25, 2019, was cancelled in the Merger in exchange for the right to receive both (i) a cash payment representing (A) the excess of (x) $18.00 over (y) the exercise price payable per share of the Issuer's common stock, multiplied by (B) the total number of shares of the Issuer's common stock subject to such option immediately prior to the Effective Time, subject to any withholding of taxes, and (ii) one CVR for each share of the Issuer's common stock subject to such option immediately prior to the Effective Time.

13. The stock option was granted to Mr. Green in connection with his service on the Board of Directors of the Issuer. Pursuant to the policies of Redmile, Mr. Green held this stock option as a nominee on behalf, and for the sole benefit, of Redmile and assigned all economic, pecuniary and voting rights in respect of the stock option to Redmile. Mr. Green disclaims beneficial ownership of the stock option, and the filing of this Form 4 shall not be deemed an admission that Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Redmile disclaims beneficial ownership of the stock option except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed an admission that Redmile is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

14. This option, which vested in full on May 22, 2019, was cancelled in the Merger in exchange for the right to receive both (i) a cash payment representing (A) the excess of (x) $18.00 over (y) the exercise price payable per share of the Issuer's common stock, multiplied by (B) the total number of shares of the Issuer's common stock subject to such option immediately prior to the Effective Time, subject to any withholding of taxes, and (ii) one CVR for each share of the Issuer's common stock subject to such option immediately prior to the Effective Time.

15. This option, which provided for vesting in full on the date of the 2020 Annual Meeting of the Stockholders of the Issuer, was cancelled in the Merger in exchange for the right to receive both (i) a cash payment representing (A) the excess of (x) $18.00 over (y) the exercise price payable per share of the Issuer's common stock, multiplied by (B) the total number of shares of the Issuer's common stock subject to such option immediately prior to the Effective Time, subject to any withholding of taxes, and (ii) one CVR for each share of the Issuer's common stock subject to such option immediately prior to the Effective Time.

	/s/ Jeremy Green, Managing Member of Redmile Group, LLC	10/24/2019
	/s/ Jeremy Green	10/24/2019
	** 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 4 (b)(v).
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Alder Biopharmaceuticals (ALDR) Form 4ALDER BIOPHARMACEUTICALS / Jeremy Green ownership change