Sec Form 4 Filing - Kraus Stephen @ Allena Pharmaceuticals, Inc. - 2017-11-06

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
Kraus Stephen
2. Issuer Name and Ticker or Trading Symbol
Allena Pharmaceuticals, Inc. [ ALNA]
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 ALLENA PHARMACEUTICALS, INC., ONE NEWTON EXECUTIVE PARK, SUITE 202
3. Date of Earliest Transaction (MM/DD/YY)
11/06/2017
(Street)
NEWTON, MA02459
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 11/06/2017 C 0 ( 1 ) A 0 ( 1 ) I See Footnotes ( 1 ) ( 3 )
Common Stock 11/06/2017 P 0 ( 4 ) A 0 ( 4 ) I See Footnotes ( 3 ) ( 4 )
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 A Preferred Stock ( 2 ) 11/06/2017 C 0 ( 5 ) ( 2 ) ( 2 ) Common Stock 0 ( 6 ) $ 0 0 I See Footnotes ( 3 ) ( 5 ) ( 6 )
Series B Preferred Stock ( 2 ) 11/06/2017 C 0 ( 7 ) ( 2 ) ( 2 ) Common Stock 0 ( 8 ) $ 0 0 I See Footnotes ( 3 ) ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kraus Stephen
C/O ALLENA PHARMACEUTICALS, INC.
ONE NEWTON EXECUTIVE PARK, SUITE 202
NEWTON, MA02459
X
Signatures
/s/ Kevin Brennan, attorney in fact 11/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an aggregate of 2,227,365 shares received by Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), Bessemer Venture Partners VII, L.P. ("BVP VII") and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF" and together with BVP VII Inst and BVP VII, collectively, the "Funds") upon conversion of the Series A Preferred Stock and Series B Preferred Stock upon closing of the Issuer's initial public offering. Following the reported transaction, BVP VII Inst, BVP VII and BVP VII SOF owned 311,829 shares, 712,757 shares and 1,202,779 shares of Common Stock, respectively.
( 2 )The Series A Preferred Stock and Series B Preferred Stock converted into Common Stock on a 4.174-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock and B Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date.
( 3 )The Reporting Person has a passive economic interest in the shares held by the Funds through an interest in (1) BVP VII and (2) Deer VII & Co. L.P. ("Deer L.P."), the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer L.P. and his indirect limited partnership interest in BVP VII. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
( 4 )On November 6, 2017, BVP VII Inst, BVP VII and BVP VII SOF purchased 5,040 shares, 11,520 shares and 19,440 shares of Common Stock, respectively, at a price per share of $14.00 in the Issuer's initial public offering. Following the reported transaction, BVP VII Inst, BVP VII and BVP VII SOF owned 316,869 shares, 724,277 shares and 1,222,219 shares of Common Stock, respectively.
( 5 )Prior to the conversion, BVP VII Inst, BVP VII and BVP VII SOF owned 857,143 shares, 1,959,184 shares and 3,306,121 shares of Series A Preferred Stock, respectively.
( 6 )Prior to the conversion, BVP VII Inst, BVP VII and BVP VII SOF owned 205,350 shares, 469,376 shares, and 792,074 shares, respectively, of Common Stock issuable upon conversion of the Series A Preferred Stock.
( 7 )Prior to the conversion, BVP VII Inst, BVP VII and BVP VII SOF owned 444,444 shares, 1,015,873 shares and 1,714,286 shares of Series B Preferred Stock, respectively.
( 8 )Prior to the conversion, BVP VII Inst, BVP VII, and BVP VII SOF owned 106,479 shares, 243,381 shares, and, 410,705 shares, respectively, of Common Stock issuable upon conversion of the Series B Preferred Stock.

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