SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Topper James N

(Last)

(First)

(Middle)

C/O ALLENA PHARMACEUTICALS, INC.

ONE NEWTON EXECUTIVE PARK, SUITE 202

(Street)

NEWTON

02459

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2017

3. Issuer Name and Ticker or Trading Symbol
Allena Pharmaceuticals, Inc. [ ALNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	09/26/2027	Common Stock	20,364	$5.72	D
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,466,805	⁽²⁾	I	By: Frazier Healthcare VI, L.P.⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,109,159	⁽²⁾	I	By: Frazier Healthcare VI, L.P.⁽³⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	254,409	⁽²⁾	I	By: Frazier Healthcare VI, L.P.⁽³⁾

Explanation of Responses:

1. These shares vest annual over a 3 (three) year period beginning on September 26, 2018.

2. All series of Convertible Preferred Stock will automatically convert into Allena Pharmaceuticals, Inc. (the "Issuer") common stock on a 4.174-for-1 basis at any time at the holders's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

3. These shares are held directly by Frazier Healthcare VI, L.P. The general partner of Frazier Healthcare VI, L.P is FHM VI, LLC, a Delaware limited partnership. The general partner of FHM VI, L.P. is FHM VI, LLC, a Delaware limited liability company. The Reporting Person, Alan Frazier, Nader Naini, Nathan Every and Patrick Heron are all of the members of FHM VI, LLC. The Reporting Person and the members disclaim beneficial ownership of such shares except to the extent of their pecuniary interest in such shares, if any, and this report shall not be deemed ad admission that it is or he is the beneficial owner of such shares.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kevin Brennan, attorney-in-fact	11/01/2017
	** 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 5 (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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