SEC Form 4 · accession 0000899243-17-017853

AILERON THERAPEUTICS INC · ALRN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Reinhard J. Ambros

Director

Period of report

Jul 5, 2017

Accepted (ET)

Jul 5, 2017 · 6:13 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 Stock^F1,F2	Jul 5, 2017	C	2,277,515	—	A	2,277,515	I	See Footnote
Common Stock^F3,F2	Jul 5, 2017	P	266,667	$15.00	A	2,544,182	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series C Preferred Stock^F2,F1	—	Jul 5, 2017	C	2,967,025	D	—	—	Common Stock	298,583	I
Series C-2 Preferred Stock^F2,F1	—	Jul 5, 2017	C	4,238,607	D	—	—	Common Stock	426,547	I
Series D Preferred Stock^F2,F1	—	Jul 5, 2017	C	6,781,770	D	—	—	Common Stock	682,476	I
Series E-2 Preferred Stock^F2,F1	—	Jul 5, 2017	C	2,644,558	D	—	—	Common Stock	266,132	I
Series E-3 Preferred Stock^F2,F1	—	Jul 5, 2017	C	2,293,829	D	—	—	Common Stock	230,837	I
Series F Preferred Stock^F2,F1	—	Jul 5, 2017	C	3,705,882	D	—	—	Common Stock	372,937	I

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. The board of directors of Novartis Bioventures Ltd. has sole voting and investment power over such shares. None of the members of its board of directors has individual voting or investment power with respect to such shares and each disclaims beneficial ownership of such shares. The Reporting Person is an employee of a corporation that is affiliated with Novartis Bioventures Ltd., a position from which he will retire effective September 1, 2017. Dr. Ambros disclaims beneficial ownership of the shares held by Novartis Bioventures Ltd., except to the extent of his pecuniary interest arising as a result of his employment by such affiliate of Novartis Bioventures Ltd.
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.

Remarks

Exhibit Index: 24.1 Power of Attorney