SEC FORM 4

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^*

DILLY STEPHEN GEORGE

(Last)

(First)

(Middle)

AIMMUNE THERAPEUTICS, INC.

8000 MARINA BOULEVARD, SUITE 300

(Street)

BRISBANE

94005-1884

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [ AIMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.0001 par value	10/12/2017		G⁽¹⁾	V	2,438	D	$0.00	12,009	I	By GRAT 2⁽²⁾
Common Stock, $0.0001 par value	10/12/2017		G⁽¹⁾	V	2,438	A	$0.00	23,094	I	By Family Trust⁽³⁾
Common Stock, $0.0001 par value	10/12/2017		G⁽⁴⁾	V	2,438	D	$0.00	12,009	I	By Wife's GRAT 2⁽⁵⁾
Common Stock, $0.0001 par value	10/12/2017		G⁽⁴⁾	V	2,438	A	$0.00	25,532	I	By Family Trust⁽³⁾
Common Stock, $0.0001 par value	06/01/2018		M		61,197	A	$3.0221	376,505	D
Common Stock, $0.0001 par value	06/01/2018		S⁽⁶⁾		58,699	D	$32.5916⁽⁷⁾	317,806	D
Common Stock, $0.0001 par value	06/01/2018		S⁽⁶⁾		2,498	D	$33.186⁽⁸⁾	315,308	D
Common Stock, $0.0001 par value	06/04/2018		M		65,352	A	$3.0221	380,660	D
Common Stock, $0.0001 par value	06/04/2018		S⁽⁶⁾		62,740	D	$31.8431⁽⁹⁾	317,920	D
Common Stock, $0.0001 par value	06/04/2018		S⁽⁶⁾		2,612	D	$32.741⁽¹⁰⁾	315,308	D
Common Stock, $0.0001 par value	06/05/2018		M		38,825	A	$3.0221	354,133	D
Common Stock, $0.0001 par value	06/05/2018		S⁽⁶⁾		38,825	D	$31.8309⁽¹¹⁾	315,308	D
Common Stock, $0.0001 par value								41,075	I	By Child's Trust 1⁽¹²⁾
Common Stock, $0.0001 par value								41,075	I	By Child's Trust 2⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option(right to buy)	$3.0221	06/01/2018		M			61,197	⁽¹⁴⁾	05/18/2025	Common Stock	61,197	$0.00	534,745	D
Stock Option(right to buy)	$3.0221	06/04/2018		M			65,352	⁽¹⁴⁾	05/18/2025	Common Stock	65,352	$0.00	469,393	D
Stock Option(right to buy)	$3.0221	06/05/2018		M			38,825	⁽¹⁴⁾	05/18/2025	Common Stock	38,825	$0.00	430,568	D

Explanation of Responses:

1. This transaction involved a gift of securities previously held indirectly by Stephen G. Dilly, as Trustee of The Stephen G. Dilly 2016 Grantor Retained Annuity Trust dated August 12, 2016 (the "Second Dilly Trust"). Such shares were transferred from the Second Dilly Trust to Stephen G. Dilly and Edwina Lynette Mullens as Trustees of The Dilly Family Trust dated October 9, 2002 (the "Family Trust") on October 12, 2017.

2. These shares are held by the Second Dilly Trust. Dr. Dilly has sole voting, investment and dispositive power over the shares held by the Second Dilly Trust.

3. These shares are held by the Family Trust. Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Family Trust.

4. This transaction involved a gift of securities previously held indirectly by Edwina Lynette Mullens, as Trustee of The Edwina Lynette Mullens 2016 Grantor Retained Annuity Trust dated August 12, 2016 (the "Second Mullens Trust"). Such shares were transferred from the Second Mullens Trust to the Family Trust on October 12, 2017. Dr. Dilly disclaims beneficial ownership of the shares held by Ms. Mullens.

5. These shares are held by the Second Mullens Trust. Ms. Mullens has sole voting, investment and dispositive power over the shares held by the Second Mullens Trust. Dr. Dilly disclaims beneficial ownership of the shares held by the Second Mullens Trust.

6. This sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by Reporting Person.

7. The transaction was executed in multiple trades in prices ranging from $32.06 to $33.06, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

8. The transaction was executed in multiple trades in prices ranging from $33.13 to $33.20, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

9. The transaction was executed in multiple trades in prices ranging from $31.45 to $32.33, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

10. The transaction was executed in multiple trades in prices ranging from $32.58 to $32.80, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

11. The transaction was executed in multiple trades in prices ranging from $31.55 to 32.36, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

12. These shares are held by Stephen G. Dilly and Edwina Lynette Mullens as Trustees of The Frederick S W Dilly 2015 Irrevocable Trust dated June 23, 2015 (the "Frederick S W Dilly Trust"). Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Frederick S W Dilly Trust.

13. These shares are held by Edwina Lynette Mullens and Stephen G. Dilly as Trustees of The Harriet F.L. Dilly 2015 Revocable Trust dated June 23, 2015 (the "Harriet F.L. Dilly Trust"). Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Harriet F.L. Dilly Trust.

14. The option is immediately exercisable in full or in part. The shares vest pursuant to the following schedule: One forty-eighth (1/48th) of the shares subject to the option vest in 48 successive, equal monthly installments measured from May 13, 2015, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date.

Remarks:

President and Chief Executive Officer

	Douglas T. Sheehy, as Attorney-in-Fact for Stephen G. Dilly	06/05/2018
	** 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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