Schuetz Thomas J. Form 3 Audentes Therapeutics / Thomas J. Schuetz 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

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1. Name and Address of Reporting Person^*

Schuetz Thomas J.

(Last) (First) (Middle)

C/O AUDENTES THERAPEUTICS, INC.

600 CALIFORNIA STREET, 17TH FLOOR

(Street)

SAN FRANCISCO CA 94108

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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)
Common Stock	89,695	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
Stock Option (right to buy)	(1)	09/25/2023	Common Stock	18,086	0.79	D
Stock Option (right to buy)	(2)	05/27/2025	Common Stock	5,605	2.19	D

Explanation of Responses:

1. The option vested as to 25% of the total shares on January 1, 2014, and then 6.25% of the total shares vest quarterly thereafter, with 100% of the total shares vested and exercisable on January 1, 2017, subject to the reporting person's provision of service to the issuer on each vesting date and to accelerated vesting upon a change of control of the issuer.

2. The option vests as to 8.333% of the total shares quarterly, beginning August 27, 2015, with 100% of the total shares vested and exercisable on May 27, 2018, subject to the reporting person's provision of service to the issuer on each vesting date and to accelerated vesting upon a change of control of the issuer.

Remarks:

	/s/ Thomas Soloway as attorney-in-fact for Thomas Schuetz, M.D., Ph.D.	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).
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