SEC Form 4 · accession 0000899243-17-017838
AILERON THERAPEUTICS INC · ALRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 5, 2017
Accepted (ET)
Jul 5, 2017 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001420565
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 5, 2017 | C | 2,277,515 | — | A | 2,277,515 | D | |
| Common StockF3,F2 | Jul 5, 2017 | P | 266,667 | $15.00 | A | 2,544,182 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF2,F1 | — | Jul 5, 2017 | C | 2,967,025 | D | — | — | Common Stock | 298,583 | 0 | D |
| Series C-2 Preferred StockF2,F1 | — | Jul 5, 2017 | C | 4,238,607 | D | — | — | Common Stock | 426,547 | 0 | D |
| Series D Preferred StockF2,F1 | — | Jul 5, 2017 | C | 6,781,770 | D | — | — | Common Stock | 682,476 | 0 | D |
| Series E-2 Preferred StockF2,F1 | — | Jul 5, 2017 | C | 2,644,558 | D | — | — | Common Stock | 266,132 | 0 | D |
| Series E-3 Preferred StockF2,F1 | — | Jul 5, 2017 | C | 2,293,829 | D | — | — | Common Stock | 230,837 | 0 | D |
| Series F Preferred StockF2,F1 | — | Jul 5, 2017 | C | 3,705,882 | D | — | — | Common Stock | 372,937 | 0 | D |
Explanation of responses
- F1The Series C, Series C-2, Series D, Series E-2, Series E-3 and Series F Preferred Stock converted into Common Stock on a 9.937-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series C, Series C-2, Series D, Series E-2, Series E-3 and Series F Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date.
- F2The shares are directly owned by Novartis Bioventures Ltd. Novartis Bioventures Ltd. is a wholly-owned indirect subsidiary of Novartis AG, which is an indirect beneficial owner of the reported securities.
- F3Novartis Bioventures Ltd., a wholly-owned indirect subsidiary of Novartis AG, acquired 266,667 shares of Common Stock in the Issuer's initial public offering.