Sec Form 4 Filing - APPLE TREE PARTNERS II LP @ AILERON THERAPEUTICS INC - 2017-07-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
APPLE TREE PARTNERS II LP
2. Issuer Name and Ticker or Trading Symbol
AILERON THERAPEUTICS INC [ ALRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
230 PARK AVENUE, SUITE 2800
3. Date of Earliest Transaction (MM/DD/YY)
07/05/2017
(Street)
NEW YORK, NY10169
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/05/2017 C 18,771 A 19,022 D ( 3 )
Common Stock 07/05/2017 C 1,780,564 A 1,799,586 D ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 A Preferred Stock ( 1 ) 07/05/2017 C 1,250,000 ( 1 ) ( 1 ) Common Stock 12,579 $ 0 0 D ( 3 )
Series A-1 Preferred Stock ( 1 ) 07/05/2017 C 615,384 ( 1 ) ( 1 ) Common Stock 6,192 $ 0 0 D ( 3 )
Series B Preferred Stock ( 2 ) 07/05/2017 C 3,706,056 ( 2 ) ( 2 ) Common Stock 372,955 $ 0 0 D ( 3 )
Series C-1 Preferred Stock ( 2 ) 07/05/2017 C 2,967,025 ( 2 ) ( 2 ) Common Stock 298,583 $ 0 0 D ( 3 )
Series C-2 Preferred Stock ( 2 ) 07/05/2017 C 4,238,607 ( 2 ) ( 2 ) Common Stock 426,547 $ 0 0 D ( 3 )
Series D Preferred Stock ( 2 ) 07/05/2017 C 6,781,770 ( 2 ) ( 2 ) Common Stock 682,476 $ 0 0 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
APPLE TREE PARTNERS II LP
230 PARK AVENUE, SUITE 2800
NEW YORK, NY10169
X
Signatures
By: Apple Tree Ventures II, L.P., By: Seth L. Harrison, General Partner, /s/ Seth L. Harrison 07/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A and Series A-1 Preferred Stock converted into Common Stock on a 99.37-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A and A-1 Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering.The shares had no expiration date.
( 2 )The Series B, Series C-1, Series C-2 and Series D Preferred Stock converted into Common Stock on a 9.937-for-one-basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B, Series C-1, Series C-2 and Series D Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
( 3 )Dr. Seth L. Harrison is a principal of the general partner of Apple Tree Partners II, L.P., and Dr. Harrison disclaims beneficial ownership of the shares held by Apple Tree Partners II, L.P., except to the extent of his pecuniary interest therein. Dr. Harrison has sole voting and investment power over the shares held by Apple Tree Partners II, L.P.

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