SEC FORM 3/A

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^*

Schwartz Steven Daniel

(Last)

(First)

(Middle)

C/O AVALANCHE BIOTECHNOLOGIES

1035 O'BRIEN DRIVE, SUITE A

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2014

3. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/30/2014

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)
Common Stock	500,000⁽¹⁾	D

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)
Series A Preferred Stock⁽²⁾	⁽³⁾	⁽⁴⁾	Common Stock	18,686⁽¹⁾	$0.00	D
Series A Preferred Stock Purchase Warrant	⁽⁵⁾	⁽⁶⁾	Series A Preferred Stock	6,620⁽¹⁾	$1.45	D
Common Stock Purchase Warrant	⁽⁵⁾	⁽⁶⁾	Common Stock	34,000⁽¹⁾	$0.15	D

Explanation of Responses:

1. This amendment is being filed to report outstanding warrants as of the effective time of the Company's registration statement on Form S-1. Such warrants were exercised immediately prior to the closing of the Issuer's Initial Public Offering. The warrants were previously assumed exercised and the relevant shares of stock were included with the Reporting Person's outstanding stock amounts on the prior Form 3.

2. Each share of Series A and Series B Preferred Stock will automatically convert on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering.

3. The securities are immediately convertible.

4. The expiration date is not relevant to the conversion of these securities.

5. The warrant is immediately exercisable in full.

6. The warrant expires upon the consummation of the issuer's Initial Public Offering to the extent not previously exercised.

Remarks:

	/s/ Michael Swartzburg, Attorney-in-Fact for Steven Daniel Schwartz	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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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