SEC Form 4 · accession 0001209191-19-009118

Alector, Inc. · ALEC

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

Reporting owners

ORBIMED ADVISORS LLC

Director · 10% Owner

ORBIMED CAPITAL LLC

Director · 10% Owner

OrbiMed Capital GP IV LLC

Director · 10% Owner

Period of report

Feb 11, 2019

Accepted (ET)

Feb 11, 2019 · 7:11 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001653087

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Feb 11, 2019	C	405,925	—	A	405,925	I	See footnotes
Common Stock^F1,F2,F3	Feb 11, 2019	C	4,282,288	—	A	4,688,213	I	See footnotes
Common Stock^F1,F2,F3	Feb 11, 2019	C	2,029,626	—	A	6,717,839	I	See footnotes
Common Stock^F1,F2,F3	Feb 11, 2019	C	2,280,479	—	A	8,998,318	I	See footnotes
Common Stock^F1,F2,F3	Feb 11, 2019	C	1,012,282	—	A	10,010,600	I	See footnotes
Common Stock^F1,F2,F3	Feb 11, 2019	C	266,437	—	A	10,277,037	I	See footnotes
Common Stock^F2,F3	Feb 11, 2019	P	157,939	$19.00	A	10,434,976	I	See footnotes
Common Stock^F1,F3,F4	Feb 11, 2019	C	94,075	—	A	94,075	I	See footnotes
Common Stock^F1,F3,F4	Feb 11, 2019	C	992,437	—	A	1,086,512	I	See footnotes
Common Stock^F1,F3,F4	Feb 11, 2019	C	470,374	—	A	1,556,886	I	See footnotes
Common Stock^F1,F3,F4	Feb 11, 2019	C	528,510	—	A	2,085,396	I	See footnotes
Common Stock^F1,F3,F4	Feb 11, 2019	C	234,601	—	A	2,319,997	I	See footnotes
Common Stock^F1,F3,F4	Feb 11, 2019	C	85,295	—	A	2,405,292	I	See footnotes
Common Stock^F3,F4	Feb 11, 2019	P	50,561	$19.00	A	2,455,853	I	See footnotes
Common Stock^F3,F5	Feb 11, 2019	P	203,200	$19.00	A	203,200	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Preferred Stock^F2,F3,F1	—	Feb 11, 2019	C	405,925	D	—	—	Common Stock	405,925	I
Series A-1 Preferred Stock^F3,F4,F1	—	Feb 11, 2019	C	94,075	D	—	—	Common Stock	94,075	I
Series A-2 Preferred Stock^F2,F3,F1	—	Feb 11, 2019	C	4,282,288	D	—	—	Common Stock	4,282,288	I
Series A-2 Preferred Stock^F3,F4,F1	—	Feb 11, 2019	C	992,437	D	—	—	Common Stock	992,437	I
Series B Preferred Stock^F2,F3,F1	—	Feb 11, 2019	C	2,029,626	D	—	—	Common Stock	2,029,626	I
Series B Preferred Stock^F3,F4,F1	—	Feb 11, 2019	C	470,374	D	—	—	Common Stock	470,374	I
Series C Preferred Stock^F2,F3,F1	—	Feb 11, 2019	C	2,280,479	D	—	—	Common Stock	2,280,479	I
Series C Preferred Stock^F3,F4,F1	—	Feb 11, 2019	C	528,510	D	—	—	Common Stock	528,510	I
Series D Preferred Stock^F2,F3,F1	—	Feb 11, 2019	C	1,012,282	D	—	—	Common Stock	1,012,282	I
Series D Preferred Stock^F3,F4,F1	—	Feb 11, 2019	C	234,601	D	—	—	Common Stock	234,601	I
Series E Preferred Stock^F2,F3,F1	—	Feb 11, 2019	C	266,437	D	—	—	Common Stock	266,437	I
Series E Preferred Stock^F3,F4,F1	—	Feb 11, 2019	C	85,295	D	—	—	Common Stock	85,295	I

Explanation of responses

F1Each of the Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
F2The Shares are held of record by OrbiMed Private Investments IV-AL, LP ("OrbiMed IV-AL"). OrbiMed Capital GP IV LLC ("OrbiMed GP"), is the general partner of OrbiMed IV-AL. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OrbiMed IV-AL and as a result may be deemed to have beneficial ownership over such securities.
F3Each of OrbiMed GP, OrbiMed Capital LLC ("OrbiMed Capital") and OrbiMed Advisors disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report on Form 3 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, currently Carl L. Gordon, a member of Advisors, to serve on the Issuer's board of directors.
F4The Shares are held of record by OrbiMed Private Investments IV-AL (Feeder), LP ("OrbiMed IV-AL (Feeder)"). OrbiMed GP is the general partner of OrbiMed IV-AL (Feeder). OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OrbiMed IV-AL (Feeder) and as a result may be deemed to have beneficial ownership over such securities.
F5The Shares are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital, a registered investment adviser under the Investment Advisers Act, acts as the investment advisor to OPM. By virtue of such relationships, OrbiMed Capital may be deemed to have voting and investment power over the securities held by OPM and as a result may be deemed to have beneficial ownership over such securities.