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 the disclosures provided in a prior cover page.
The information required in 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, as amended
(the “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).
CUSIP No. 014339105
|
13G
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Page 2 of 9
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1
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NAME OF REPORTING PERSON
TPG Group Holdings (SBS) Advisors, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) ☐
b) ☐
|
3
|
SEC USE ONLY
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
- 0 -
|
6
|
SHARED VOTING POWER
- 0 -
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
- 0 -
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
CUSIP No. 014339105
|
13G
|
Page 3 of 9
|
1
|
NAME OF REPORTING PERSON
David Bonderman
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) ☐
b) ☐
|
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
- 0 -
|
6
|
SHARED VOTING POWER
- 0 -
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
- 0 -
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
CUSIP No. 014339105
|
13G
|
Page 4 of 9
|
1
|
NAME OF REPORTING PERSON
James G. Coulter
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) ☐
b) ☐
|
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
- 0 -
|
6
|
SHARED VOTING POWER
- 0 -
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
9
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
- 0 -
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
Item 1(a).
|
Name of Issuer:
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Alder BioPharmaceuticals, Inc. (the “Issuer”)
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
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11804 North Creek Parkway South
Bothwell, Washington 98011
Item 2(a).
|
Name of Person Filing:
|
This Amendment No. 2 to Schedule 13G is being filed
jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman
and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”),
pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
Group Advisors is the sole member of TPG Group
Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS),
L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability
company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of
TPG Biotechnology GenPar II Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG
Biotechnology GenPar II, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology Partners II,
L.P., a Delaware limited partnership (“TPG Biotech II”), which directly held shares of Common Stock (as
defined below) of the Issuer (the “Shares”) reported herein. Because of Group Advisors’ relationship
to TPG Biotech II, Group Advisors may have been deemed to have beneficially owned the Shares directly held by TPG Biotech
II.
David Bonderman and James G. Coulter are officers and sole
shareholders of Group Advisors, and may therefore have been deemed to have beneficially owned the Shares held by TPG Biotech II.
Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal business address of each of the Reporting
Persons is as follows:
c/o TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
See responses to Item 4 on each cover page.
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, $0.0001 par value (“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(n):
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
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(e)
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☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
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(f)
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☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
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(g)
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☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
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(h)
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☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
(i)
|
☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
|
|
(j)
|
☐ Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing
as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
.
|
(a)
|
Amount
beneficially owned:
|
|
|
|
|
See
|
responses
to Item 9 on each cover page.
|
|
See
|
responses
to Item 11 on each cover page.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
See
responses to Item 5 on each cover page.
|
(ii)
|
Shared
power to vote or to direct the vote:
|
See
responses to Item 6 on each cover page.
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
See responses to Item
7 on each cover page.
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
|
See
|
responses to Item 8 on each cover page.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ☒.
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
See response to Item 2(a) above.
Item 8.
|
Identification and Classification of Members of the Group.
|
Not Applicable.
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
Not Applicable.
SIGNATURE
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.
Dated: February 13,
2020
|
|
|
|
TPG Group Holdings (SBS) Advisors, Inc.
|
|
|
|
|
By:
|
|
|
Name: Michael LaGatta
|
|
Title: Vice President
|
|
|
|
|
David Bonderman
|
|
|
|
|
By:
|
|
|
Name: Bradford Berenson, on behalf of David Bonderman (1)
|
|
|
|
|
James G. Coulter
|
|
|
|
|
By:
|
|
|
Name: Bradford Berenson, on behalf of James G. Coulter (2)
|
(1)
Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to
a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).
(2)
Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018,
which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File
No. 005-90172).
Exhibit Index
Exhibit 1
|
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*
|
* Incorporated herein by reference
to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc.,
T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated
as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings
(SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011.