SEC Form 4 · accession 0000899243-17-017896
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 · 8:27 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 | 579,093 | — | A | 582,963 | D | |
| Common StockF2 | Jul 5, 2017 | P | 119,400 | $15.00 | A | 702,363 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Preferred StockF2,F1 | — | Jul 5, 2017 | C | 3,390,885 | D | — | — | Common Stock | 341,238 | 0 | D |
| Series E-2 Preferred StockF2,F1 | — | Jul 5, 2017 | C | 735,775 | D | — | — | Common Stock | 74,043 | 0 | D |
| Series E-3 Preferred StockF2,F1 | — | Jul 5, 2017 | C | 638,194 | D | — | — | Common Stock | 64,224 | 0 | D |
| Series F Preferred StockF2,F1 | — | Jul 5, 2017 | C | 989,594 | D | — | — | Common Stock | 99,586 | 0 | D |
Explanation of responses
- F1The 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 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.
- F2Roche Finance Ltd is the direct beneficial owner of these securities of the Issuer, except for 3,870 shares of Common Stock held by Genentech, Inc., for which Roche Finance Ltd exercises voting and investment control. Roche Finance Ltd is a wholly owned subsidiary of Roche Holding Ltd. Roche Holding Ltd is the indirect beneficial owner of these securities of the Issuer. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any securities of the Issuer that may be or are beneficially owned by any other person or persons other than such Reporting Person. This Form 4 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any securities of the Issuer for any purpose, other than the securities reported in this Form 4.