5AM Co-Investors III Form 3 Audentes Therapeutics / Andrew J. Schwab 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

5AM Partners III, LLC

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2016

3. Issuer Name and Ticker or Trading Symbol
Audentes Therapeutics, Inc. [ BOLD ]

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

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

5. 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 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)
No securities beneficially held	0	D

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
Series A Preferred Stock	(1)	(1)	Common Stock	1,387,392	(1)	I	By 5AM Ventures III, L.P.(2)
Series B Preferred Stock	(3)	(3)	Common Stock	616,874	(3)	I	By 5AM Ventures III, L.P.(2)
Series C Preferred Stock	(4)	(4)	Common Stock	259,524	(4)	I	By 5AM Ventures III, L.P.(2)
Series A Preferred Stock	(1)	(1)	Common Stock	35,755	(1)	I	By 5AM Co-Investors III, L.P.(2)
Series B Preferred Stock	(3)	(3)	Common Stock	15,898	(3)	I	By 5AM Co-Investors III, L.P.(2)
Series C Preferred Stock	(4)	(4)	Common Stock	6,688	(4)	I	By 5AM Co-Investors III, L.P.(2)

1. Name and Address of Reporting Person^*

5AM Partners III, LLC

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM VENTURES III, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Co-Investors III, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROCKLAGE SCOTT M

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last) (First) (Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

2. 5AM Partners III, LLC is the general partner of 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. John Diekman, Andrew Schwab and Dr. Scott Rocklage are the managing members of 5AM Partners III, LLC. 5AM Partners III, LLC may be deemed to have sole voting and investment power over the shares beneficially owned by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. Diekman, Mr. Schwab and Dr. Rocklage may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Each of 5AM Partners III, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.

3. Each share of the issuer's Series B Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

4. Each share of the issuer's Series C Preferred Stock will automatically convert into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

Remarks:

	/s/ Scott Rocklage as a managing member of 5AM Partners III, LLC, which is general partner of each of 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P.	07/19/2016
	** 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 5 (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.