SEC Form 4 · accession 0001179110-15-012105
ALDER BIOPHARMACEUTICALS INC · ALDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jon W Bayless
Other
John V Jaggers
Other
Alan R Schuele
Other
Stephen L Domenik
Other
Jackie R Kimzey
Other
John T Oxaal
Other
Nicholas G Sturiale
Other
David J. McLean
Other
Period of report
Aug 11, 2015
Accepted (ET)
Aug 13, 2015 · 7:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001423824
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 11, 2015 | S | 115,358 | $40.4026 | D | 1,909,125 | I | See Footnote |
| Common StockF3,F4 | Aug 12, 2015 | S | 97,109 | $40.0314 | D | 1,812,016 | I | See Footnote |
| Common StockF6 | Aug 12, 2015 | J | 1,795,752 | $0.00 | D | 16,264 | I | See Footnote |
| Common StockF7,F8 | Aug 12, 2015 | J | 42 | $0.00 | A | 16,306 | I | See Footnote |
| Common StockF9 | Aug 12, 2015 | J | 4,115 | $0.00 | A | 8,662 | D | |
| Common StockF10 | Aug 12, 2015 | J | 1,259 | $0.00 | A | 2,651 | D | |
| Common StockF11 | Aug 12, 2015 | J | 3,316 | $0.00 | A | 6,980 | D | |
| Common StockF12 | Aug 12, 2015 | J | 3,316 | $0.00 | A | 6,980 | D | |
| Common StockF13 | Aug 15, 2015 | J | 2,517 | $0.00 | A | 5,299 | D | |
| Common StockF14 | Aug 12, 2015 | J | 2,118 | $0.00 | A | 4,458 | D | |
| Common StockF15 | Aug 12, 2015 | J | 4,115 | $0.00 | A | 8,662 | D | |
| Common StockF16 | Aug 12, 2015 | J | 2,118 | $0.00 | A | 4,458 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $41.90 to $40.00 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities And Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- F10Represents the receipt of shares by Bayless of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F11Represents the receipt of shares by Domenik of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F12Represents the receipt of shares by Kimzey of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F13Represents the receipt of shares by McLean of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F14Represents the receipt of shares by Oxaal of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F15Represents the receipt of shares by Schuele of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F16Represents the receipt of shares by Sturiale of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F2Total Common Shares of 1,909,125 represents 46 shares owned directly by SRB Associates IX L.P. ("SRBAIX"), 1,860,948 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX"), 48,131 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRFIX AFF"). John V. Jaggers ("Jaggers"), Jon W. Bayless ("Bayless") Stephen L. Domenik, ("Domenik"), Jackie R.Kimzey ("Kimzey") David J. McLean ("McLean"), John T. Oxaal ("Oxaal"), Alan R. Schuele ("Schuele") and Nicholas G. Sturiale ("Sturiale") are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.
- F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.26 to $40.00 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities And Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- F4Total Common Shares of 1,812,016 represents 46 shares owned directly by SRBAIX, 1,765,877 shares owned directly by SRFIX and 46,093 shares owned directly by SRFIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.
- F5Represents a pro-rata in-kind distribution, without additional consideration, of 1,750,000 shares of Common Stock of the Issuer by SRFIX and 45,752 shares of Common Stock of the Issuer by SRIXAFF.
- F6Total Common Shares of 16,264 represents 46 shares owned directly by SRBAIX, 15,877 shares owned directly by SRFIX and 341 shares owned directly by SRIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.
- F7Represents the receipt of shares by SRBAIX of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
- F8Total Common Shares of 16,306 represents 88 shares owned directly by SRBAIX, 15,877 shares owned directly by SRFIX and 341 shares owned directly by SRIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.
- F9Represents the receipt of shares by Jaggers of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.