Thomas W. Dubensky Form 4 ADURO BIOTECH / Thomas W. Dubensky 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^*

Dubensky Thomas W.

(Last) (First) (Middle)

C/O ADURO BIOTECH, INC.

626 BANCROFT WAY, 3C

(Street)

BERKELEY CA 94710

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADURO BIOTECH, INC. [ ADRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2015

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	11/16/2015		M		9,481	A	$1.45	10,951(1)	D
Common Stock	11/16/2015		S(2)		8,781	D	$27.5(3)	2,170	D
Common Stock	11/16/2015		S(2)		700	D	$28.33(4)	1,470	D
Common Stock	11/16/2015		S(2)		1,470	D	$27.5	0	D
Common Stock	11/17/2015		M		20,519	A	$1.45	20,519	D
Common Stock	11/17/2015		S(2)		1,999	D	$27.7(5)	18,520	D
Common Stock	11/17/2015		S(2)		18,520	D	$28.75(6)	0	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)	$1.45	11/16/2015		M			9,481	(7)	01/09/2025	Common Stock	9,481	$0.00	323,230	D
Stock Option (Right to Buy)	$1.45	11/17/2015		M			20,519	(7)	01/09/2025	Common Stock	20,519	$0.00	302,711	D

Explanation of Responses:

1. Includes 1,470 shares acquired by Reporting Person under the Issuer's Employee Stock Purchase Plan on November 13, 2015.

2. The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 28, 2015.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.13 to $27.95, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.05 to $28.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.37 to $28.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.22 to $28.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

7. The shares subject to the Option vest in 48 equal monthly installments from the vesting commencement date of January 10, 2015.

Remarks:

	/s/ Jennifer Lew, Attorney-in-Fact	11/18/2015
	** 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).
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