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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/05/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/05/2014 | C | 1,965,471 | A | (1) | 1,965,471(2) | I | By Funds(3) | ||
Common Stock | 08/05/2014 | P | 400,000(4) | A | $17 | 2,365,471(5) | I | By Funds(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 B Preferred Stock | (1) | 08/05/2014 | C | 1,965,471 | (7) | (8) | Common Stock | 1,965,471 | (1) | 0 | I | By Funds |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each share of Series B Preferred Stock automatically converted into one share of Issuer's Common Stock upon the consummation of the Issuer's initial public offering (the "IPO"). |
2. Venrock Associates VI, L.P. ("VA6") holds an aggregate of 911,193 shares, Venrock Partners VI, L.P. ("VP6") holds an aggregate of 71,543 shares, Venrock Healthcare Capital Partners, L.P. ("VHCP") holds an aggregate of 830,805 shares and VHCP Co-Investment Holdings, LLC ("Co-Invest") holds an aggregate of 151,930 shares. |
3. Venrock Management VI, LLC, Venrock Partners Management VI, LLC and VHCP Management, LLC (collectively, the "Venrock GP Entities") are the sole general partners or manager, as applicable, of VA6, VP6, VHCP and Co-Invest (collectively, the "Funds"), respectively, and have voting and investment power over the shares held by the Funds. Anders Hove and Bong Koh are the managing members of VHCP Management, LLC and may be deemed to beneficially own the shares held by VHCP and Co-Invest. Each of the Venrock GP Entities and Drs. Hove and Koh disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein. |
4. In the IPO, VHCP purchased an aggregate of 101,443 shares, Co-Invest purchased an aggregate of 18,557 shares, Venrock Healthcare Capital Partners II, L.P. ("VHCP2") purchased an aggregate of 235,455 shares and VHCP Co-Investment Holdings II, LLC ("Co-Invest 2") purchased an aggregate of 44,545 shares. |
5. VA6 holds an aggregate of 911,193 shares, VP6 holds an aggregate of 71,543 shares, VHCP holds an aggregate of 932,248 shares, Co-Invest holds an aggregate of 170,487 shares, VHCP2 holds an aggregate of 235,455 shares and Co-Invest 2 holds an aggregate of 44,545 shares. |
6. Venrock Management VI, LLC, Venrock Partners Management VI, LLC, VHCP Management, LLC and VHCP Management II, LLC (collectively, the "Venrock GP I & II Entities") are the sole general partners or managers, as applicable, of VA6, VP6, VHCP, VHCP2, Co-Invest and Co-Invest 2 (collectively, the "Venrock Funds"), respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders Hove and Bong Koh are the managing members of VHCP Management, LLC and VHCP Management II, LLC and may be deemed to beneficially own the shares held by VHCP, VHCP2, Co-Invest and Co-Invest 2. Each of the Venrock GP I & II Entities and Drs. Hove and Koh disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of their respective indirect pecuniary interests therein. |
7. The Series B Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1:1 basis upon the completion of Issuer's IPO. |
8. The expiration date is not relevant to the conversion of these securities. |
Remarks: |
Part I of a two part filing dated August 7, 2014. |
/s/ David L. Stepp, Authorized Signatory | 08/07/2014 | |
/s/ David L. Stepp, as attorney in fact | 08/07/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |