Sec Form 4 Filing - Hassler Randal @ ALDER BIOPHARMACEUTICALS INC - 2019-10-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Hassler Randal
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
X __ Officer (give title below) _____ Other (specify below)
EVP, Pharmaceutical Ops.
(Last) (First) (Middle)
11804 NORTH CREEK PARKWAY S.
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
Common Stock 10/22/2019 A( 1 ) 14,346 A $ 0 19,780 D
Common Stock 10/22/2019( 2 ) D 19,780 D $ 18 ( 3 ) 0 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
Stock Option (Right to Buy) $ 11.79 10/22/2019( 2 ) D 80,000 ( 4 )( 5 ) 09/30/2024 Common Stock 80,000 $ 0 0 D
Stock Option (Right to Buy) $ 28.23 10/22/2019( 2 ) D 30,000 ( 6 )( 7 ) 01/25/2025 Common Stock 30,000 $ 0 0 D
Stock Option (Right to Buy) $ 24.18 10/22/2019( 2 ) D 75,000 ( 7 )( 8 ) 01/28/2026 Common Stock 75,000 $ 0 0 D
Stock Option (Right to Buy) $ 20.4 10/22/2019( 2 ) D 60,000 ( 7 )( 9 ) 01/26/2027 Common Stock 60,000 $ 0 0 D
Stock Option (Right to Buy) $ 10.7 10/22/2019( 2 ) D 60,000 ( 5 )( 10 ) 12/13/2027 Common Stock 60,000 $ 0 0 D
Stock Option (Right to Buy) $ 13.55 10/22/2019( 2 ) D 80,000 ( 5 )( 11 ) 02/15/2028 Common Stock 80,000 $ 0 0 D
Stock Option (Right to Buy) $ 14 10/22/2019( 2 ) D 150,000 ( 5 )( 12 ) 02/05/2029 Common Stock 150,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hassler Randal
11804 NORTH CREEK PARKWAY S.
BOTHELL, WA98011
EVP, Pharmaceutical Ops.
Signatures
/s/ Alan Hambelton, Attorney-in-Fact 10/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 2, 2018, the Reporting Person was granted restricted stock units which represented a contingent right to receive a maximum of 21,518 shares of Issuer's Common Stock (the "RSU"), of which 7,172 shares had vested and the remaining 14,346 shares were to vest upon the achievement of one or more milestones or a change of control of the Issuer. The remaining shares subject to the RSU vested in full upon the Effective Time (as such term is defined in footnote 2).
( 2 )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.
( 3 )The Reporting Person will also receive one non-transferable contingent value right for each share held, which will entitle them to receive up to an additional $2.00 per share upon achievement of a milestone.
( 4 )The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of August 4, 2014 (the "2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
( 5 )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.
( 6 )The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2015 (the "2015 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2015 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2015 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
( 7 )The shares subject to this option, whether or not vested, were cancelled at the Effective Time without any consideration payable therefor.
( 8 )The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2016 (the "2016 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2016 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of share s shall be fully vested on the four-year anniversary of the 2016 Vesting Commencement Date.
( 9 )The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2017 (the "2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2017 Vesting Commencement Date.
( 10 )The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of December 14, 2017 (the "December 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the December 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the December 2017 Vesting Commencement Date.
( 11 )The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2018 (the "2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2018 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2018 Vesting Commencement Date.
( 12 )The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2019 (the "2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2019 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2019 Vesting Commencement Date.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.