SEC Form 4 · accession 0000899243-17-018092
AILERON THERAPEUTICS INC · ALRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 5, 2017
Accepted (ET)
Jul 7, 2017 · 7:16 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 | 844,987 | — | A | 844,987 | I | By Fund |
| Common StockF2 | Jul 5, 2017 | P | 250,000 | $15.00 | A | 1,094,987 | I | By Fund |
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 | I |
| Series E-2 Preferred StockF2,F1 | — | Jul 5, 2017 | C | 1,907,373 | D | — | — | Common Stock | 191,946 | 0 | I |
| Series E-3 Preferred StockF2,F1 | — | Jul 5, 2017 | C | 1,654,411 | D | — | — | Common Stock | 166,489 | 0 | I |
| Series F Preferred StockF2,F1 | — | Jul 5, 2017 | C | 1,443,972 | D | — | — | Common Stock | 145,312 | 0 | I |
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.
- F2These shares are held directly by Lilly Ventures Fund I, LLC (LVFI). LV Management Group, LLC (LVMG) is the management company for LVFI and has voting and dispositive power over the shares held by LVFI. As such, LVMG may be deemed to indirectly beneficially own the shares held by LVFI. LVMG's voting and dispositive decisions with respect to the shares held by LVFI are made by LVMG's management committee, which consists of Ed Torres, Dr. Steve Hall and Armen B. Shanafelt. Each of the individuals and entities listed above expressly disclaims beneficial ownership of the shares held by LVFI, except to the extent of his or its respective pecuniary interest therein. Dr. Shanafelt is a director of the Issuer and, accordingly, files separate Section 16 reports.