Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Alder BioPharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
014339105
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 11
Exhibit Index on Page 10
CUSIP # 014339105
|
Page 2 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Fund II, L.P. (“FCF II”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
995,396 shares, except that Foresite Capital Management II, LLC (“FCM II”), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
995,396 shares, except that FCM II, the general partner of FCF
II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to
have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 995,396
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
2.0%
|
12
|
TYPE OF REPORTING PERSON PN
|
CUSIP # 014339105
|
Page 3 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Management II, LLC (“FCM II”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
995,396 shares, all of which are directly owned by Foresite Capital Fund II, L.P. (“FCF II”). FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
995,396 shares, all of which are directly owned by FCF II. FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 995,396
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
2.0%
|
12
|
TYPE OF REPORTING PERSON OO
|
CUSIP # 014339105
|
Page 4 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,628,328 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,628,328 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,628,328
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.2%
|
12
|
TYPE OF REPORTING PERSON PN
|
CUSIP # 014339105
|
Page 5 of 11
|
1
|
NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,628,328 shares, all of which are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,628,328 shares, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,628,328
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
3.2%
|
12
|
TYPE OF REPORTING PERSON OO
|
CUSIP # 014339105
|
Page 6 of 11
|
1
|
NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,623,724 shares, of which 995,396 shares are directly owned by Foresite Capital Fund II, L.P. (“FCF II”), and 1,628,328 shares are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). Tananbaum is the managing member of each of Foresite Capital Management II, LLC (“FCM II”), which is the general partner of FCF II, and Foresite Capital Management III, LLC (“FCM III”), which is the general partner of FCF III. Tananbaum may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
2,623,724 shares, of which 995,396 shares are directly owned by FCF II, and 1,628,328 shares are directly owned by FCF III. Tananbaum is the managing member of each FCM II, which is the general partner of FCF II, and FCM III, which is the general partner of FCF III. Tananbaum may be deemed to have sole power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,623,724
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.2%
|
12
|
TYPE OF REPORTING PERSON IN
|
CUSIP # 014339105
|
Page 7 of 11
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Alder BioPharmaceuticals, Inc. (the “Issuer”)
|
ITEM 1(B).
|
ADDRESS OF
ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
11804 North Creek Parkway South
Bothell,
WA 98011
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
This
Schedule is filed by Foresite Capital Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware
limited liability company, Foresite Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC,
a Delaware limited liability company and James Tananbaum. The foregoing entities and individuals are collectively referred to
as the “Reporting Persons.”
|
ITEM 2(B).
|
ADDRESS OF
PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
c/o Foresite Capital Management
600 Montgomery Street, Suite 4500
San Francisco, CA 94111
See Row 4 of cover page for each Reporting Person.
|
ITEM 2(D).
|
TITLE OF
CLASS OF SECURITIES
|
Common
Stock
014339105
|
ITEM 3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not
applicable.
The following information with respect
to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of December 31, 2016:
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each
Reporting Person.
CUSIP # 014339105
|
Page 8 of 11
|
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
|
See Row 5 of cover page for each Reporting
Person.
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
|
See Row 8 of cover page for each Reporting
Person.
|
ITEM 5.
|
OWNERSHIP OF
FIVE PERCENT OR LESS OF A CLASS
|
Not
applicable
|
ITEM 6.
|
OWNERSHIP OF
MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
.
|
Under
certain circumstances set forth in the limited partnership agreements of FCF II and FCF III and the limited liability company
agreements of FCM II and FCM III the partners or members, as the case may be, of each of such entities may be deemed to have the
right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such
entity of which they are a partner or member.
|
ITEM 7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY
|
Not
applicable.
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP
.
|
Not
applicable
|
ITEM 9.
|
NOTICE OF DISSOLUTION
OF GROUP.
|
Not
applicable
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
CUSIP # 014339105
|
Page 9 of 11
|
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
FORESITE CAPITAL FUND II, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT II, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
FORESITE CAPITAL FUND III, L.P.
|
|
|
|
|
By:
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
FORESITE CAPITAL MANAGEMENT III, LLC
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
|
Title:
|
Managing Member
|
|
|
|
|
|
|
|
JAMES TANANBAUM
|
|
|
|
|
By:
|
/s/ James Tananbaum
|
|
Name:
|
James Tananbaum
|
CUSIP # 014339105
|
Page 10 of 11
|
EXHIBIT INDEX
|
|
Found on
|
|
|
Sequentially
|
Exhibit
|
|
Numbered Page
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
11
|
CUSIP # 014339105
|
Page 11 of 11
|
exhibit A
Agreement of Joint Filing
The Reporting Persons
hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of the Issuer shall be filed
on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with
the appropriate agencies.
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