Sec Form 4 Filing - JAGGERS JOHN V @ ALDER BIOPHARMACEUTICALS INC - 2015-06-04

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
JAGGERS JOHN V
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)
C/O SEVIN ROSEN FUNDS, 13355 NOEL ROAD, SUITE 1350
3. Date of Earliest Transaction (MM/DD/YY)
06/04/2015
(Street)
DALLAS, TX75240
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/04/2015 J( 1 ) 4,547 A $ 0 4,547 ( 2 ) D
Common Stock 06/04/2015 J( 1 ) 1,392 A $ 0 1,392 ( 3 ) D
Common Stock 06/04/2015 J( 1 ) 3,664 A $ 0 3,664 ( 4 ) D
Common Stock 06/04/2015 J( 1 ) 3,664 A $ 0 3,664 ( 5 ) D
Common Stock 06/04/2015 J( 1 ) 2,782 A $ 0 2,782 ( 6 ) D
Common Stock 06/04/2015 J( 1 ) 2,340 A $ 0 2,340 ( 7 ) D
Common Stock 06/04/2015 J( 1 ) 4,547 A $ 0 4,547 ( 8 ) D
Common Stock 06/04/2015 J( 1 ) 2,340 A $ 0 2,340 ( 9 ) D
Common Stock 2,024,483 ( 10 ) I See Footnote (10)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JAGGERS JOHN V
C/O SEVIN ROSEN FUNDS
13355 NOEL ROAD, SUITE 1350
DALLAS, TX75240
X
BAYLESS JON W
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
X
DOMENIK STEPHEN L
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
X
KIMZEY JACKIE R
SEVIN ROSEN FUNDS
13355 NOEL ROAD, SUITE 1350
DALLAS, TX75240
X
McLean David J.
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
X
OXAAL JOHN T
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
X
SCHUELE ALAN R
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
X
STURIALE NICHOLAS G
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
X
Signatures
John V. Jaggers 06/05/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless 06/05/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik 06/05/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey 06/05/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For David J. McLean 06/05/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For John T. Oxaal 06/05/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele 06/05/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale 06/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro rata in-kind distribution, without additional consideration, of 1,973,885 shares of Common Stock of the Issuer by Sevin Rosen Fund IX L.P. and 50,552 shares of Common Stock of the Issuer by Sevin Rosen IX Affiliates Fund L.P.
( 2 )Represents the receipt of shares by John V. Jaggers ("Jaggers") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 3 )Represents the receipt of shares by Jon W. Bayless("Bayless") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 4 )Represents the receipt of shares by Stephen L. Domenik ("Domenik") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 5 )Represents the receipt of shares by Jackie R. Kimzey ("Kimzey") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 6 )Represents the receipt of shares by David J. McLean ("McLean") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 7 )Represents the receipt of shares by John T. Oxaal ("Oxaal") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 8 )Represents the receipt of shares by Alan R. Schuele ("Schuele") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 9 )Represents the receipt of shares by Nicholas G. Sturiale ("Sturiale") of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (1) above.
( 10 )Total Common Shares of 2,024,483 represents 46 shares owned directly by SRB Associates IX L.P. ("SRBAIX"), 1,973,885 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX") and 50,552 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRIX AFF"). SRBAIX is the general partner of SRFIX and SRIX AFF, and in that capacity has shared voting and dispositive power over such shares. SRBAIX disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, and as members are deemed to have shared voting and dispositive power of the shares and disclaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares.

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