| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ADURO BIOTECH, INC. [ KDNY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/05/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/05/2020 | A | 730,470 | A | (1) | 730,470 | D | |||
| Common Stock | 10/05/2020 | A | 4,733,023(2) | A | (1) | 4,733,023 | I | See footnote(2)(3) | ||
| Common Stock | 10/05/2020 | A | 722,247(2) | A | (1) | 722,247 | I | See footnote(2)(4) | ||
| Common Stock | 10/05/2020 | A | 2,433,099(2) | A | (1) | 2,433,099 | I | See footnote(2)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $14.77 | 10/06/2020 | A | 23,522 | (6) | 10/05/2030 | Common Stock | 23,522 | $0.00 | 23,522 | D | ||||
| Explanation of Responses: |
| 1. The shares reported represent the number of shares of Issuer common stock received by the Reporting Person on the Effective Date in connection with merger of Chinook Therapeutics U.S., Inc. ("Private Chinook") into the Issuer. |
| 2. The Reporting Person is a managing director or a director of the ultimate general partner or general partner of Versant Venture Capital VII, L.P. ("Versant VII"), Versant Voyageurs I Parallel, L.P. ("Versant I Parallel"), and Versant Voyageurs I, L.P. ("Versant Voyageurs I"). This report shall not be deemed an admission that any of the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| 3. These securities are held of record by Versant VII. Versant Ventures VII GP, L.P. ("Versant Ventures VII GP") is the general partner of Versant VII, and Versant Ventures VII GP-GP, LLC ("Versant Ventures VII GP-GP") is the general partner of Versant Ventures VII GP. Jerel Davis is a managing director of Versant Ventures VII GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant VII; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. Jerel Davis is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| 4. These securities are held of record by Versant I Parallel. Versant Voyageurs I GP, L.P. ("Versant Voyageurs I GP") is the general partner of Versant I Parallel. Versant Ventures VI GP, L.P. ("Versant Ventures VI GP-GP") is the general partner of Versant Voyageurs I GP LP. Versant Ventures VI GP-GP is the general partner of Versant Ventures VI GP. Jerel Davis is a managing director of Versant Ventures VI GP-GP and may be deemed to share voting and dispositive power over the shares held by Versant I Parallel; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. Jerel Davis is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| 5. These securities are held of record by Versant Voyageurs I. Versant Voyageurs I GP Company is the general partner of Versant Voyageurs I. Jerel Davis is a director of Versant Voyageurs I GP Company and may be deemed to share voting and dispositive power over the shares held by Versant Voyageurs I; however, he disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests therein. Jerel Davis is a director of the Issuer and, accordingly, files separate Section 16 reports. |
| 6. The stock option vests as of 1/36 of the total shares monthly beginning on November 6, 2020 until fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| Remarks: |
| /s/ Kirk Schumacher, Attorney-in-Fact | 10/07/2020 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
