Holles Natalie C. Form 4 Audentes Therapeutics / Natalie C. Holles 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^*

Holles Natalie C.

(Last) (First) (Middle)

C/O AUDENTES THERAPEUTICS, INC.

600 CALIFORNIA STREET, 17TH FLOOR

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2019

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(1)	12/12/2019		F(2)		8,681	D	$59.37	46,023	D
Common Stock	12/12/2019		M		45,726	A	$2.7649	91,749	D
Common Stock	12/12/2019		M		5,715	A	$9.4988	97,464	D
Common Stock	12/12/2019		M		74,117	A	$15.26	171,581	D
Common stock	12/12/2019		M		6,891	A	$27.39	178,472	D
Common Stock	12/12/2019		M		14,895	A	$24.74	193,367	D
Common Stock	12/12/2019		F(3)		88,928	D	$59.37	104,439	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
Stock Option (right to buy)	$2.7649	12/12/2019		M			45,726	(4)	11/06/2025	Common Stock	45,726	$0.00	110,703	D
Stock Option (right to buy)	$9.4988	12/12/2019		M			5,715	(5)	12/18/2025	Common Stock	5,715	$0.00	548	D
Stock Option (right to buy)	$15.26	12/12/2019		M			74,117	(6)	01/25/2027	Common Stock	74,117	$0.00	40,883	D
Stock Option (right to buy)	$27.39	12/12/2019		M			6,891	(7)	11/16/2027	Common Stock	6,891	$0.00	93,109	D
Stock Option (right to buy)	$24.74	12/12/2019		M			14,895	(8)	02/06/2029	Common Stock	14,895	$0.00	50,105	D

Explanation of Responses:

1. On December 10, 2019, the Compensation Committee of the Issuer's Board of Directors approved the accelerated vesting and settlement of restricted stock units granted on February 6, 2019 in order to mitigate the potential adverse tax consequences of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.

2. Shares relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. The Reporting Person did not sell or otherwise dispose of the shares for any reason other than to cover required taxes.

3. Shares relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the exercise of stock options. The Reporting Person did not sell or otherwise dispose of the shares for any reason other than to cover required taxes.

4. The option vests as to 25% of the total shares on August 17, 2016, and then 6.25% of the total shares vest quarterly thereafter, with 100% of the total shares vested and exercisable on August 17, 2019, subject to the reporting person's provision of service to the issuer on each vesting date.

5. The option vests as to 6.25% of the total shares quarterly, beginning March 18, 2016, with 100% of the total shares vested and exercisable on December 18, 2019, subject to the reporting person's provision of service to the issuer on each vesting date and to accelerated vesting upon the occurrence of certain events.

6. The option vests as to 2.0833% of the total shares monthly, beginning February 25, 2017, with 100% of the total shares vested and exercisable on January 25, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.

7. The option vests as to 2.0833% of the total shares monthly, beginning December 16, 2017, with 100% of the total shares vested and exercisable on November 16, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.

8. The option vests as to 2.0833% of the total shares monthly, beginning February 1, 2019, with 100% of the total shares vested and exercisable on January 1, 2023, subject to the reporting person's provision of service to the issuer on each vesting date.

Remarks:

	/s/ Mark Meltz, as Attorney-in-Fact for Natalie Holles	12/16/2019
	** 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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