| 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 Alector, Inc. [ ALEC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2019 | ||||||||||||||||||||||||||
| 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 | 02/11/2019 | C | 500,000 | A | (1) | 500,000 | I | See footnote(2) | ||
| Common Stock | 02/11/2019 | C | 5,274,725 | A | (1) | 5,774,725 | I | See footnotes(2)(3) | ||
| Common Stock | 02/11/2019 | C | 2,500,000 | A | (1) | 8,274,725 | I | See footnotes(2)(3)(4) | ||
| Common Stock | 02/11/2019 | C | 2,808,989 | A | (1) | 11,083,714 | I | See footnotes(2)(3)(4)(5) | ||
| Common Stock | 02/11/2019 | C | 1,246,883 | A | (1) | 12,330,597 | I | See footnotes(2)(3)(4)(5)(6) | ||
| Common Stock | 02/11/2019 | C | 527,597 | A | (1) | 12,858,194 | I | See footnotes(2)(3)(4)(5)(6)(7) | ||
| 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 | ||||||||
| Series A-1 Preferred Stock | (1) | 02/11/2019 | C | 500,000 | (1) | (1) | Common Stock | 500,000 | $0.00 | 0 | I | See footnote(2) | |||
| Series A-2 Preferred Stock | (1) | 02/11/2019 | C | 5,274,725 | (1) | (1) | Common Stock | 5,274,725 | $0.00 | 0 | I | See footnote(3) | |||
| Series B Preferred Stock | (1) | 02/11/2019 | C | 2,500,000 | (1) | (1) | Common Stock | 2,500,000 | $0.00 | 0 | I | See footnote(4) | |||
| Series C Preferred Stock | (1) | 02/11/2019 | C | 2,808,989 | (1) | (1) | Common Stock | 2,808,989 | $0.00 | 0 | I | See footnote(5) | |||
| Series D Preferred Stock | (1) | 02/11/2019 | C | 1,246,883 | (1) | (1) | Common Stock | 1,246,883 | $0.00 | 0 | I | See footnote(6) | |||
| Series E Preferred Stock | (1) | 02/11/2019 | C | 527,597 | (1) | (1) | Common Stock | 527,597 | $0.00 | 0 | I | See footnote(7) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each of the Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
| 2. 27,606 shares are held by Polaris Venture Partners Founders' Fund VI, L.P ("PVPFF VI"), 379,174 shares are held by Polaris Venture Partners VI (AIV), L.P. ("PVP VI AIV") and 93,220 shares are held by PVP VI (AIV) Feeder Corp. Holding Partnership, L.P. ("PVP VI Feeder" and, together with PVP VI AIV, PVPFF VI, and Polaris Venture Partners VI, L.P. ("PVP VI"), the "Polaris Funds"). The general partner of each of the Polaris Funds is Polaris Venture Management Co. VI, L.L.C. ("PVM"). PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any. |
| 3. 291,223 shares are held by PVPFF VI, 4,000,075 shares are held by PVP VI AIV and 983,427 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any. |
| 4. 138,030 shares are held by PVPFF VI, 1,895,867 shares are held by PVP VI AIV and 466,103 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any. |
| 5. 155,087 shares are held by PVPFF VI, 2,130,190 shares are held by PVP VI AIV and 523,712 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any. |
| 6. 68,842 shares are held by PVPFF VI, 945,571 shares are held by PVP VI AIV and 232,470 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any. |
| 7. 29,129 shares are held by PVPFF VI and 498,468 shares are held by PVP VI. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| /s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C. | 02/13/2019 | |
| /s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI (AIV), L.P. | 02/13/2019 | |
| /s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners Founders' Fund VI, L.P. | 02/13/2019 | |
| /s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI, L.P. | 02/13/2019 | |
| /s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of PVP VI (AIV) Feeder Corp. Holding Partnership, L.P. | 02/13/2019 | |
| ** 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. | ||
