Alector (ALEC) Form 4 Change in insider ownership

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^*

Polaris Venture Management Co. VI, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alector, Inc. [ ALEC ]

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)
08/22/2023

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	08/22/2023		J(1)		500,000(2)(3)	D	$0.00	11,353,817	I	See footnote(4)
Common Stock	08/22/2023		J(5)		98,533(6)(7)	A	$0.00	98,533	D
Common Stock	08/22/2023		J(8)		98,533(6)(7)	D	$0.00	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

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. VI, L.L.C.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners VI (AIV), L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund VI, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners VI, L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners VI (AIV-B), L.P.

(Last) (First) (Middle)

ONE MARINA PARK DRIVE, 8TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Polaris Venture Partners Founders' Fund VI, L.P. ("PVPFF VI"), Polaris Venture Partners VI (AIV), L.P. ("PVP VI AIV") and Polaris Venture Partners VI (AIV-B), L.P. (p/k/a PVP VI (AIV) Feeder Corp. Holding Partnership, L.P., "PVP VI AIV-B" and, together with PVPFF VI, PVP VI AIV and Polaris Venture Partners VI, L.P. ("PVP VI"), the "Polaris Funds").

2. 27,606 shares were distributed by PVPFF VI, 379,180 shares were distributed by PVP VI AIV and 93,214 shares were distributed by PVP VI AIV-B. The general partner of each of the Polaris Funds is Polaris Venture Management Co. VI, L.L.C. ("PVM"). Each of Amir Nashat, Brian Chee, David Barrett, Bryce Youngren, Jonathan Flint, and Terrance McGuire, a member of the Issuer's board of directors, are managing members of PVM (collectively, the "Managing Members") and may be deemed to have shared power to vote and dispose of the shares held by the Polaris Funds.

3. (Continued from footnote 2) Each of the Managing Members and PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein.

4. 626,857 shares are held by PVPFF VI, 8,210,184 shares are held by PVP VI AIV, 2,018,308 shares are held by PVP VI AIV-B and 498,468 shares are held by PVP VI. Each of the Managing Members and PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein.

5. Represents a change in the form of ownership of PVM by virtue of the receipt of shares in the pro-rata in-kind distribution of common stock of the Issuer for no consideration by the Polaris Funds.

6. Shares held by PVM. 276 shares received from PVPFF VI, 78,869 shares received from PVP VI AIV and 19,388 shares received from PVP VI AIV-B. The Managing Members, including Terrance McGuire who is a member of the Issuer's board of directors, are managing members of PVM and may be deemed to have shared power to vote and dispose of the shares held by the Polaris Funds.

7. (Continued from footnote 6) Each of the Managing Members disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein.

8. Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by PVM to its members.

Remarks:

	/s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C.	08/24/2023
	/s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI (AIV), L.P.	08/24/2023
	/s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners Founders' Fund VI, L.P.	08/24/2023
	/s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI, L.P.	08/24/2023
	/s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI (AIV-B), L.P.	08/24/2023
	** Signature of Reporting Person	Date
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