Sec Form 4 Filing - Rogers John E. and Lois A. @ ADURO BIOTECH, INC. - 2015-04-20

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 Rogers John E. and Lois A. 2. Issuer Name and Ticker or Trading Symbol ADURO BIOTECH, INC. [ ADRO] 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 ADURO BIOTECH, INC., 626 BANCROFT WAY, 3C 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2015 (Street) BERKELEY, CA94710 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 04/20/2015 C 18,949 A 18,949 I By Lisa M. Rogers ( 2 ) Common Stock 04/20/2015 C 7,200 A 26,149 I By Lisa M. Rogers ( 2 ) Common Stock 04/20/2015 C 18,949 A 18,949 I By Michael J. Rogers ( 3 ) Common Stock 04/20/2015 C 7,200 A 26,149 I By Michael J. Rogers ( 3 ) Common Stock 04/20/2015 C 18,949 A 18,949 I By Molly Rogers ( 4 ) Common Stock 04/20/2015 C 7,200 A 26,149 I By Molly Rogers ( 4 ) Common Stock 04/20/2015 P 10,000 A $ 17 36,149 I By Molly Rogers ( 4 ) Common Stock 04/20/2015 C 18,949 A 18,949 I By Peter Rogers ( 5 ) Common Stock 04/20/2015 C 7,200 A 26,149 I By Peter Rogers ( 5 ) Common Stock 04/20/2015 P 7,500 A $ 17 33,649 I By Peter Rogers ( 5 ) Common Stock 04/20/2015 C 18,949 A 18,949 I By Sara Rogers ( 6 ) Common Stock 04/20/2015 C 7,200 A 26,149 I By Sara Rogers ( 6 )

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 Series C Preferred Stock ( 1 ) 04/20/2015 C 18,949 ( 1 ) ( 1 ) Common Stock 18,949 $ 0 0 I By Lisa M. Rogers ( 2 ) Series D Preferred Stock ( 1 ) 04/20/2015 C 7,200 ( 1 ) ( 1 ) Common Stock 7,200 $ 0 0 I By Lisa M. Rogers ( 2 ) Series C Preferred Stock ( 1 ) 04/20/2015 C 18,949 ( 1 ) ( 1 ) Common Stock 18,949 $ 0 0 I By Michael J. Rogers ( 3 ) Series D Preferred Stock ( 1 ) 04/20/2015 C 7,200 ( 1 ) ( 1 ) Common Stock 7,200 $ 0 0 I By Michael J. Rogers ( 3 ) Series C Preferred Stock ( 1 ) 04/20/2015 C 18,949 ( 1 ) ( 1 ) Common Stock 18,949 $ 0 0 I By Molly Rogers ( 4 ) Series D Preferred Stock ( 1 ) 04/20/2015 C 7,200 ( 1 ) ( 1 ) Common Stock 7,200 $ 0 0 I By Molly Rogers ( 4 ) Series C Preferred Stock ( 1 ) 04/20/2015 C 18,949 ( 1 ) ( 1 ) Common Stock 18,949 $ 0 0 I By Peter Rogers ( 5 ) Series D Preferred Stock ( 1 ) 04/20/2015 C 7,200 ( 1 ) ( 1 ) Common Stock 7,200 $ 0 0 I By Peter Rogers ( 5 ) Series C Preferred Stock ( 1 ) 04/20/2015 C 18,949 ( 1 ) ( 1 ) Common Stock 18,949 $ 0 0 I By Sara Rogers ( 6 ) Series D Preferred Stock ( 1 ) 04/20/2015 C 7,200 ( 1 ) ( 1 ) Common Stock 7,200 $ 0 0 I By Sara Rogers ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rogers John E. and Lois A. C/O ADURO BIOTECH, INC. 626 BANCROFT WAY, 3C BERKELEY, CA94710 X Signatures /s/ Jennifer Lew, Attorney-in-Fact 04/22/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series C Preferred Stock and Series D Preferred Stock automatically converted into 0.72 of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date. ( 2 )The securities are held by Lisa M. Rogers, over which John E. Rogers exercises voting control. ( 3 )The securities are held by Michael J. Rogers, over which John E. Rogers exercises voting control. ( 4 )The securities are held by Molly Rogers, over which John E. Rogers exercises voting control. ( 5 )The securities are held by Peter Rogers, over which John E. Rogers exercises voting control. ( 6 )The securities are held by Sara Rogers, over which John E. Rogers exercises voting control.

Remarks: This is the second of two Forms 4 filed by the reporting person on the same date, April 22, 2015.

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.
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