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*
Pollard-Knight Denise

(Last) (First) (Middle)
C/O ALBIREO PHARMA INC.
50 MILK STREET, 16TH FLOOR

(Street)
BOSTON MA 02109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALBIREO PHARMA, INC. [ ALBO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 11/03/2016 A 1,165,447(1) A $0.00 1,165,447 I Held by Phase4 Ventures III GP LP(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
Explanation of Responses:
1. Represents shares of common stock of Albireo Pharma, Inc. (the "Issuer"), formerly known as Biodel Inc., issued in the share exchange transaction that was completed on November 3, 2016 pursuant to an Amended and Restated Share Exchange Agreement, dated as of July 13, 2016, by and among Biodel Inc., Albireo Limited ("Albireo") and the holders of Albireo shares and notes convertible into Albireo shares.
2. Consists of shares held by Phase4 Ventures III GP LP ("Phase4 GPLP") in its capacity as general partner of Phase4 Ventures III LP ("Phase4 III"). Phase4 GPLP is the general partner of Phase4 III. The general partner of Phase4 GPLP is Phase4 Ventures III General Partner Limited ("Phase4 GP"). Phase4 GP has appointed Phase4 Partners Limited ("Phase4 Partners") to act as the manager of Phase4 III. Dr. Alastair McKinnon, Denise Scots-Knight, Ph.D. and Charles Sermon are Directors of Phase4 Partners. Denise Scots-Knight may be deemed to beneficially own the shares held by Phase4 GPLP in its capacity as general partner of Phase4 III, but disclaims beneficial ownership except to the extent of her pecuniary interest therein, if any.
Remarks:
/s/ Peter A. Zorn, Attorney-in-fact 11/07/2016
** 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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