Sec Form 3 Filing - H LUNDBECK A S @ ALDER BIOPHARMACEUTICALS INC - 2019-09-16

FORM 3 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 H LUNDBECK A S 2. Issuer Name and Ticker or Trading Symbol ALDER BIOPHARMACEUTICALS INC [ ALDR] 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) OTTILIAVEJ 9 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2019 (Street) VALBY, G7DK-2500 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, par value $0.0001 0 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I ( 1 ) ( 2 ) ( 3 ) ( 4 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

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 Stock Option (right to buy) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Common Stock, par value $0.0001 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Class A-1 Convertible Preferred Stock ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Common Stock, par value $0.0001 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other H LUNDBECK A S OTTILIAVEJ 9 VALBY, G7DK-2500 X Signatures H. Lundbeck A/S By: /s/ Deborah Dunsire, Name: Deborah Dunsire, Title: Chief Executive Officer 09/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed on behalf of H. Lundbeck A/S, the ("Reporting Person"). The Reporting Person is the indirect parent company of Violet Acquisition Corp. ("Purchaser"). Lundbeck USA Holding LLC, a Delaware limited liability company ("Holding"), is a wholly-owned direct subsidiary of the Reporting Person; Lundbeck LLC, a Delaware limited liability company ("Payor"), is a wholly-owned direct subsidiary of Holding; and Purchaser is a wholly-owned direct subsidiary of Payor. Because of the relationship of Purchaser to Parent, each of Holding, Payor, and Purchaser may be deemed to beneficially own the securities reported in this Form 3. The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person, Holding, Payor or Purchaser are the beneficial owners of any securities reported in this Form 3. ( 2 )The Reporting Person is filing this Form 3 solely due to its entry into the Tender and Support Agreement (the "Support Agreement") by and among the Reporting Person, Purchaser and certain stockholders of Alder BioPharmaceuticals, Inc. ("Alder"). The Support Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 16, 2019, by and among the Reporting Person, Payor, Purchaser and Alder. For additional information regarding the Support Agreement and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on September 26, 2019 (the "Schedule 13D"). ( 3 )As a result of certain provisions contained in the Support Agreement, the Reporting Person may be deemed to have beneficial ownership of the shares of common stock covered by the Support agreement and beneficially owned by the Alder stockholders party thereto (an aggregate of 11,599,701 shares, which represent approximately 13.3% of Alder's total outstanding shares based on 86,930,135 shares of common stock outstanding to the Reporting Person's knowledge as of September 16, 2019 (based on the representation by Alder with respect to outstanding shares of Alder common stock as of September 12, 2019 in the Merger Agreement and certain beneficial ownership limitations, discussed further in the Schedule 13D) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). ( 4 )(Continued from Footnote 3) Generally, upon the exercise of any security convertible or exchangeable for any Alder common stock by the Alder stockholders party to the Support Agreement, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreement and the Reporting Person, together with Holding, Payor and Purchaser, may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Person, on its own behalf and on behalf of Holding, Payor and Purchaser, expressly disclaims any beneficial ownership of the securities reported herein, and the Reporting Person, Holding, Payor and Purchaser do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the securities subject to the Support Agreement.

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).

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