Sec Form 3 Filing - Venrock Associates VI, L.P. @ Avalanche Biotechnologies, Inc. - 2014-07-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Venrock Associates VI, L.P.
2. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL]
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 VENROCK, 3340 HILLVIEW AVE.
3. Date of Earliest Transaction (MM/DD/YY)
07/30/2014
(Street)
PALO ALTO, CA94304
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
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 B Preferred Stock ( 1 ) $ 0 ( 2 ) ( 3 ) Common Stock 1,965,471 ( 4 ) I By Funds ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Venrock Associates VI, L.P.
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
Venrock Partners VI, L.P.
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
Venrock Management VI, LLC
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
Venrock Partners Management VI, LLC
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
VENROCK HEALTHCARE CAPITAL PARTNERS LP
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
VHCP Co-Investment Holdings, LLC
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
VHCP Management, LLC
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
ROBERTS BRYAN E
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
Hove Anders D
C/O VENROCK
3340 HILLVIEW AVE.
PALO ALTO, CA94304
X
Signatures
/s/ David L. Stepp, Authorized Signatory 07/30/2014
Signature of Reporting Person Date
/s/ David L. Stepp, as attorney in fact 07/30/2014
Signature of Reporting Person Date
/s/ David L. Stepp, as attorney in fact 07/30/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Preferred Stock will automatically convert on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering.
( 2 )The securities are immediately convertible.
( 3 )The expiration date is not relevant to the conversion of these securities.
( 4 )Venrock Associates VI, L.P. ("VA6") holds an aggregate of 911,193 shares, Venrock Partners VI, L.P. ("VP6") holds an aggregate of 71,543 shares, Venrock Healthcare Capital Partners, L.P. ("VHCP") holds an aggregate of 830,805 shares and VHCP Co-Investment Holdings, LLC ("Co-Invest") holds an aggregate of 151,930 shares.
( 5 )Venrock Management VI, LLC, Venrock Partners Management VI, LLC and VHCP Management, LLC (collectively, the "Venrock GP Entities") are the sole general partners or manager, as applicable, of VA6, VP6, VHCP and Co-Invest (collectively, the "Funds"), respectively, and have voting and investment power over the shares held by the Funds. Bryan Roberts and Anders Hove are the managing members of VHCP Management, LLC and may be deemed to beneficially own the shares held by VHCP and Co-Invest. Each of the Venrock GP Entities and Drs. Roberts and Hove disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.

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