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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Aimmune Therapeutics, Inc. [ AIMT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/29/2016 | ||||||||||||||||||||||||||
| 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, $0.0001 par value | 03/29/2016 | P | 33,064 | A | $13.4986(1) | 7,467,694 | I | By Longitude Venture Partners II, L.P.(2) | ||
| Common Stock, $0.0001 par value | 03/29/2016 | P | 45,440 | A | $14.1465(3) | 7,513,134 | I | By Longitude Venture Partners II, L.P.(2) | ||
| 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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| Explanation of Responses: |
| 1. Reflects purchases of ordinary shares executed in multiple transactions at prices ranging from $12.90 to $13.89. The price reported reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the purchases were effected. |
| 2. This report is filed jointly by Longitude Capital Partners II, LLC ("Longitude Capital II"), Longitude Venture Partners II, L.P. ("Longitude Venture II"), Patrick G. Enright ("Mr. Enright") and Juliet Tammenoms Bakker ("Ms. Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. Longitude Capital II as general partner of Longitude Venture II maybe deemed to have sole voting, investment and dispositive power over the shares held by Longitude Venture II. Mr. Enright and Ms. Bakker are each managing members of Longitude Capital II and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by Reporting Persons. Each of Longitude Capital II, Mr. Enright and Ms. Bakker disclaims beneficial ownership of such shares except to the extent of its, his or her pecuniary interest therein. |
| 3. Reflects purchases of ordinary shares executed in multiple transactions at prices ranging from $13.90 to $14.29. The price reported reflects the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the purchases were effected. |
| Remarks: |
| LONGITUDE CAPITAL PARTNERS II, LLC, a Delaware limited liability company, By: /s/ Patrick G. Enright, Managing Member | 03/31/2016 | |
| LONGITUDE VENTURE PARTNERS II, L.P., By: Longitude Capital Partners II, LLC, a Delaware limited liability company, Its General Partner, By: /s/ Patrick G. Enright, Managing Member | 03/31/2016 | |
| /s/ Juliet Tammenoms Bakker | 03/31/2016 | |
| /s/ Patrick G. Enright | 03/31/2016 | |
| ** 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. | ||