Sec Form 4 Filing - Carter Paul Rutherford @ ALDER BIOPHARMACEUTICALS INC - 2019-10-22

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
Carter Paul Rutherford
2. Issuer Name and Ticker or Trading Symbol
ALDER BIOPHARMACEUTICALS INC [ ALDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ALDER BIOPHARMACEUTICALS, INC., 11804 NORTH CREEK PARKWAY SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
10/22/2019
(Street)
BOTHELL, WA98011
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
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) $ 31.1 10/22/2019( 1 ) D 30,000 ( 2 )( 3 ) 09/27/2025 Common Stock 30,000 $ 0 0 D
Stock Option (Right to Buy) $ 29.26 10/22/2019( 1 ) D 15,000 ( 3 )( 4 ) 05/25/2026 Common Stock 15,000 $ 0 0 D
Stock Option (Right to Buy) $ 16.9 10/22/2019( 1 ) D 15,000 ( 5 )( 6 ) 05/23/2027 Common Stock 15,000 $ 0 0 D
Stock Option (Right to Buy) $ 15.5 10/22/2019( 1 ) D 15,000 ( 6 )( 7 ) 05/22/2028 Common Stock 15,000 $ 0 0 D
Stock Option (Right to Buy) $ 11.01 10/22/2019( 1 ) D 22,500 ( 6 )( 8 ) 05/22/2029 Common Stock 22,500 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carter Paul Rutherford
C/O ALDER BIOPHARMACEUTICALS, INC.
11804 NORTH CREEK PARKWAY SOUTH
BOTHELL, WA98011
X
Signatures
/s/ Alan Hambelton, Attorney-in-Fact 10/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.
( 2 )The shares subject to this option shall vest and become exercisable at a rate of one-third of the shares underlying the option on the one-year anniversary of September 28, 2015, the vesting commencement date, one-third of the shares underlying the option on the two-year anniversary of the vesting commencement date and one-third of the shares underlying the option on the three-year anniversary of the vesting commencement date, for so long as the recipient of the option provides continuous service to the issuer, such that the total shares shall be fully vested on the three-year anniversary of the vesting commencement date. The shares subject to this option are fully vested as of the date hereof.
( 3 )The shares subject to this option, whether or not vested, were cancelled at the Effective Time without any consideration payable therefor.
( 4 )The shares subject to this option shall fully vest and become exercisable on the date of the 2017 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
( 5 )The shares subject to this option shall fully vest and become exercisable on the date of the 2018 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
( 6 )The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
( 7 )The shares subject to this option shall fully vest and become exercisable on the date of the 2019 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
( 8 )The shares subject to this option shall fully vest and become exercisable on the date of the 2020 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date.

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