Sec Form 4 Filing - JAGGERS JOHN V @ ALDER BIOPHARMACEUTICALS INC - 2015-08-11

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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Affiliate
(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS, 13355 NOEL ROAD, SUITE 1350
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2015
(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 08/11/2015 S 115,358 D $ 40.4026 ( 1 ) 1,909,125 I See Footnote ( 2 )
Common Stock 08/12/2015 S 97,109 D $ 40.0314 ( 3 ) 1,812,016 I See Footnote ( 4 )
Common Stock 08/12/2015 J( 5 ) 1,795,752 D $ 0 16,264 I See Footnote ( 6 )
Common Stock 08/12/2015 J( 5 ) 42 ( 7 ) A $ 0 16,306 I See Footnote ( 8 )
Common Stock 08/12/2015 J( 5 ) 4,115 ( 9 ) A $ 0 8,662 D
Common Stock 08/12/2015 J( 5 ) 1,259 ( 10 ) A $ 0 2,651 D
Common Stock 08/12/2015 J( 5 ) 3,316 ( 11 ) A $ 0 6,980 D
Common Stock 08/12/2015 J( 5 ) 3,316 ( 12 ) A $ 0 6,980 D
Common Stock 08/15/2015 J( 5 ) 2,517 ( 13 ) A $ 0 5,299 D
Common Stock 08/12/2015 J( 5 ) 2,118 ( 14 ) A $ 0 4,458 D
Common Stock 08/12/2015 J( 5 ) 4,115 ( 15 ) A $ 0 8,662 D
Common Stock 08/12/2015 J( 5 ) 2,118 ( 16 ) A $ 0 4,458 D
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
Affiliate
BAYLESS JON W
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
Affiliate
DOMENIK STEPHEN L
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
Affiliate
KIMZEY JACKIE R
SEVIN ROSEN FUNDS
13355 NOEL ROAD, SUITE 1350
DALLAS, TX75240
Affiliate
McLean David J.
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
Affiliate
OXAAL JOHN T
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
Affiliate
SCHUELE ALAN R
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
Affiliate
STURIALE NICHOLAS G
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX75240
Affiliate
Signatures
John V. Jaggers 08/13/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless 08/13/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik 08/13/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey 08/13/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For David J. McLean 08/13/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For John T. Oxaal 08/13/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele 08/13/2015
Signature of Reporting Person Date
John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale 08/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $41.90 to $40.00 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities And Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 2 )Total Common Shares of 1,909,125 represents 46 shares owned directly by SRB Associates IX L.P. ("SRBAIX"), 1,860,948 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX"), 48,131 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRFIX AFF"). John V. Jaggers ("Jaggers"), Jon W. Bayless ("Bayless") Stephen L. Domenik, ("Domenik"), Jackie R.Kimzey ("Kimzey") David J. McLean ("McLean"), John T. Oxaal ("Oxaal"), Alan R. Schuele ("Schuele") and Nicholas G. Sturiale ("Sturiale") are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, 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.
( 3 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.26 to $40.00 inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities And Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 4 )Total Common Shares of 1,812,016 represents 46 shares owned directly by SRBAIX, 1,765,877 shares owned directly by SRFIX and 46,093 shares owned directly by SRFIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, 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.
( 5 )Represents a pro-rata in-kind distribution, without additional consideration, of 1,750,000 shares of Common Stock of the Issuer by SRFIX and 45,752 shares of Common Stock of the Issuer by SRIXAFF.
( 6 )Total Common Shares of 16,264 represents 46 shares owned directly by SRBAIX, 15,877 shares owned directly by SRFIX and 341 shares owned directly by SRIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, 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.
( 7 )Represents the receipt of shares by SRBAIX of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 8 )Total Common Shares of 16,306 represents 88 shares owned directly by SRBAIX, 15,877 shares owned directly by SRFIX and 341 shares owned directly by SRIX AFF. Jaggers, Bayless, Domenik, Kimzey, McLean, Oxaal, Schuele and Sturiale are members of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, 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.
( 9 )Represents the receipt of shares by Jaggers of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 10 )Represents the receipt of shares by Bayless of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 11 )Represents the receipt of shares by Domenik of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 12 )Represents the receipt of shares by Kimzey of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 13 )Represents the receipt of shares by McLean of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 14 )Represents the receipt of shares by Oxaal of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 15 )Represents the receipt of shares by Schuele of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.
( 16 )Represents the receipt of shares by Sturiale of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (5) above.

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