| 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
Aimmune Therapeutics, Inc. [ AIMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2016 | ||||||||||||||||||||||||||
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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, $0.0001 par value | 11/29/2016 | J(1) | 1,500,000 | D | $0.00 | 6,013,134 | I | By Longitude Venture Partners II, L.P.(2) | ||
| Common Stock, $0.0001 par value | 11/29/2016 | J(1) | 7,276 | A | $0.00 | 7,276(3) | D | |||
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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 | ||||||||
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. Represents a pro rata distribution from Longitude Venture Partners II, L.P. ("Longitude Venture II") to its partners for no consideration. Longitude Capital Partners II, LLC ("Longitude Capital II"), the sole general partner of Longitude Venture II, received a pro rata allocation of the distributed shares in accordance with its ownership, and further distributed its allocation to its managing members. |
| 2. This report is filed jointly by Longitude Capital II, Longitude Venture II, and Juliet Tammenoms Bakker, a managing member of Longitude Capital II, with respect to the securities held and transactions effected by Longitude Venture II. Patrick G. Enright, a managing member of Longitude Capital II, currently serves on the Issuer's Board of Directors and files separate reports under Section 16(a) of the Securities Exchange Act of 1934 to report transactions in securities of the Issuer. Each of Longitude Capital II and Ms. Bakker disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. |
| 3. Following the pro rata distribution described in Footnote 1, these shares became directly beneficially owned by Ms. Bakker. Neither Longitude Capital II nor Longitude Venture II has voting, investment or dispositive power over any of the shares directly held by Ms. Bakker and disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that Longitude Capital II and Longitude Venture II are the beneficial owners of these shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| LONGITUDE CAPITAL PARTNERS II, LLC, a Delaware limited liability company By: /s/ Patrick G. Enright, Managing Member | 12/01/2016 | |
| /s/ Juliet Tammenoms Bakker | 12/01/2016 | |
| LONGITUDE VENTURE PARTNERS II, L.P. By Longitude Capital Partners II, LLC, a Delaware limited liability company, Its General Partner, By: /s/ Patrick G. Enright, Managing Member | 12/01/2016 | |
| ** 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). | ||
| 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. | ||