Sec Form 4 Filing - 5AM Partners III, LLC @ Audentes Therapeutics, Inc. - 2016-07-25

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 5AM Partners III, LLC 2. Issuer Name and Ticker or Trading Symbol Audentes Therapeutics, Inc. [ BOLD] 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) 2200 SAND HILL ROAD, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 07/25/2016 (Street) MENLO PARK, CA94025 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 07/25/2016 C 1,387,392 A 1,387,392 I By 5AM Ventures III, L.P. ( 2 ) Common Stock 07/25/2016 C 616,874 A 2,004,266 I By 5AM Ventures III, L.P. ( 2 ) Common Stock 07/25/2016 C 259,524 A 2,263,790 I By 5AM Ventures III, L.P. ( 2 ) Common Stock 07/25/2016 C 35,755 A 35,755 I By 5AM Co-Investors III, L.P. ( 2 ) Common Stock 07/25/2016 C 15,898 A 51,653 I By 5AM Co-Investors III, L.P. ( 2 ) Common Stock 07/25/2016 C 6,688 A 58,341 I By 5AM Co-Investors III, L.P. ( 2 ) Common Stock 07/25/2016 P 68,241 A $ 15 2,332,031 I By 5AM Ventures III, L.P. ( 2 ) Common Stock 07/25/2016 P 1,759 A $ 15 60,100 I By 5AM Co-Investors III, L.P. ( 2 )

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 ( 1 ) 07/25/2016 C 1,387,392 ( 1 ) ( 1 ) Common Stock 1,387,392 ( 1 ) 0 I By 5AM Ventures III, L.P. ( 2 ) Series B Preferred Stock ( 3 ) 07/25/2016 C 616,874 ( 3 ) ( 3 ) Common Stock 616,874 ( 3 ) 0 I By 5AM Ventures III, L.P. ( 2 ) Series C Preferred Stock ( 4 ) 07/25/2016 C 259,524 ( 4 ) ( 4 ) Common Stock 259,524 ( 4 ) 0 I By 5AM Ventures III, L.P. ( 2 ) Series A Preferred Stock ( 1 ) 07/25/2016 C 35,755 ( 1 ) ( 1 ) Common Stock 35,755 ( 1 ) 0 I By 5AM Co-Investors III, L.P. ( 2 ) Series B Preferred Stock ( 3 ) 07/25/2016 C 15,898 ( 3 ) ( 3 ) Common Stock 15,898 ( 3 ) 0 I By 5AM Co-Investors III, L.P. ( 2 ) Series C Preferred Stock ( 4 ) 07/25/2016 C 6,688 ( 4 ) ( 4 ) Common Stock 6,688 ( 4 ) 0 I By 5AM Co-Investors III, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 5AM Partners III, LLC 2200 SAND HILL ROAD, SUITE 110 MENLO PARK, CA94025 X Signatures /s/ Scott Rocklage as a managing member of 5AM Partners III, LLC, which is general partner of each of 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. 07/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Serie s A Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 25, 2016 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-208842) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. ( 2 )5AM Partners III, LLC is the general partner of 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. John Diekman, Andrew Schwab and Dr. Scott Rocklage are the managing members of 5AM Partners III, LLC. 5AM Partners III, LLC may be deemed to have sole voting and investment power over the shares beneficially owned by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. Diekman, Mr. Schwab and Dr. Rocklage may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Each of 5AM Partners III, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. ( 3 )Each share of the issuer's Series B Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 25, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date. ( 4 )Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 25, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

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