Foresite Capital Fund II Form 4 Aimmune Therapeutics / James B. Tananbaum 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^*

Foresite Capital Management II, LLC

(Last) (First) (Middle)

101 CALIFORNIA STREET

SUITE 4100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [ AIMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	08/11/2015		C		3,775,400	A	(1)	3,775,400	I	See Footnote(2)
Common Stock, $0.0001 par value	08/11/2015		P(3)		312,500	A	$16	4,087,900	I	See Footnote(2)
Common Stock, $0.0001 par value	08/11/2015		P(4)		312,500	A	$16	312,500	I	See Footnote(5)
Common Stock, $0.0001 par value	08/11/2015		P		17,035	A	$20.4989	329,535	I	See Footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	08/11/2015		C			3,775,400	(1)	(6)	Common Stock	3,775,400	(1)	0	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Foresite Capital Management II, LLC

(Last) (First) (Middle)

101 CALIFORNIA STREET

SUITE 4100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Fund II, L.P.

(Last) (First) (Middle)

101 CALIFORNIA STREET

SUITE 4100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Management III, LLC

(Last) (First) (Middle)

101 CALIFORNIA STREET

SUITE 4100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Foresite Capital Fund III, L.P.

(Last) (First) (Middle)

101 CALIFORNIA STREET

SUITE 4100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tananbaum James B.

(Last) (First) (Middle)

3052 PACIFIC AVENUE

(Street)

SAN FRANCISCO CA 94115

(City) (State) (Zip)

Explanation of Responses:

1. The Series B Convertible Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1 for 1 basis upon the closing of Issuer's initial public offering.

2. Shares are owned directly by Foresite Capital Fund II, L.P. ("FCF II"). Foresite Capital Management II, LLC ("FCM II"), the Designated Filer and general partner of FCF II, may be deemed to have the sole voting and dispositive power over these shares. James Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM II, may be deemed to have the sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM II and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM II and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

3. FCF II purchased an additional 312,500 shares of Issuer's common stock in connection with the initial public offering at the offering price of $16.00 per share.

4. FCF III purchased 312,500 shares of Issuer's common stock in connection with the initial public offering at the offering price of $16.00 per share.

5. Shares are owned directly by Foresite Capital Fund III, L.P. ("FCF III"). Foresite Capital Management III, LLC ("FCM III"), the general partner of FCF III, may be deemed to have the sole voting and dispositive power over these shares. James Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM III, may be deemed to have the sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM III and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM III and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

6. The Series B Convertible Preferred Stock has no expiration date.

Remarks:

	FORESITE CAPITAL MANAGEMENT II, LLC, By: /s/ Dennis D. Ryan, Dennis D. Ryan, Chief Financial Officer	08/11/2015
	FORESITE CAPITAL FUND II, L.P., By: Foresite Capital Management II, LLC, Its General Partner, By: /s/ Dennis D. Ryan, Dennis D. Ryan, Chief Financial Officer	08/11/2015
	FORESITE CAPITAL MANAGEMENT III, LLC, By: /s/ Dennis D. Ryan, Dennis D. Ryan, Chief Financial Officer	08/11/2015
	FORESITE CAPITAL FUND III, L.P., By: Foresite Capital Management III, LLC, Its General Partner, By: /s/ Dennis D. Ryan, Dennis D. Ryan, Chief Financial Officer	08/11/2015
	/s/ James B. Tananbaum	08/11/2015
	** Signature of Reporting Person	Date
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