SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JAGGERS JOHN V

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALDER BIOPHARMACEUTICALS INC [ ALDR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/13/2014 C 5,193,436 A (1) 5,193,436 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 05/13/2014 C 2,226,172 (1) (1) Common Stock 2,226,172 $0(1) 0 I See Footnote(3)(7)
Series B Preferred Stock (1) 05/13/2014 C 1,776,222 (1) (1) Common Stock 1,776,222 $0(1) 0 I See Footnote(4)(7)
Series C Preferred Stock (1) 05/13/2014 C 925,925 (1) (1) Common Stock 925,925 $0(1) 0 I See Footnote(5)(8)
Series D Preferred Stock (1) 05/13/2014 C 265,117 (1) (1) Common Stock 265,117 $0(1) 0 I See Footnote(6)(8)
1. Name and Address of Reporting Person*
JAGGERS JOHN V

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BAYLESS JON W

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DOMENIK STEPHEN L

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KIMZEY JACKIE R

(Last) (First) (Middle)
SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
McLean David J.

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OXAAL JOHN T

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHUELE ALAN R

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STURIALE NICHOLAS G

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
2. Total Common Shares of 5,193,436 represents 5,083,870 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX"), 101,104 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRIX AFF") and 8,462 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"). SRB Associates IX L.P. ("SRBAIX") is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
3. Total Series A Preferred shares of 2,226,172 represents 2,176,903 shares held by SRFIX, 43,293 shares held by SRIX AFF and 5,976 shares held by SRBMC. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
4. Total Series B Preferred shares of 1,776,222 represents 1,739,149 shares held by SRFIX, 34,587 shares held by SRIX AFF and 2,486 shares held by SRBMC. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
5. Total Series C Preferred shares of 925,925 represents 907,870 shares held by SRFIX, and 18,055 shares held by SRIX AFF. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
6. Total Series D Preferred shares of 265,117 represents 259,948 shares held by SRFIX, and 5,169 shares held by SRIX AFF. SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
7. John V. Jaggers ("Jaggers"), Jon W. Bayless ("Bayless"), Stephen L. Domenik ("Domenik"), Jackie R. Kimzey ("Kimzey"), David J. McLean ("McLean"), John T. Oxaal ("Oxaal") 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. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are directors of SRBMC and are deemed to have shared voting and dispositive power of these shares and disclaim beneficial ownership with no pecuniary interest in these shares.
8. 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 these shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.
John V. Jaggers 05/15/2014
John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless 05/15/2014
John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik 05/15/2014
John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey 05/15/2014
John V. Jaggers, As Attorney-In-Fact For David J. McLean 05/15/2014
John V. Jaggers, As Attorney-In-Fact For John T. Oxaal 05/15/2014
John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele 05/15/2014
John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale 05/15/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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