Statement of Changes in Beneficial Ownership (4)
October 24 2019 - 5:57PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Cleveland Paul B |
2. Issuer Name and Ticker or Trading Symbol
ALDER BIOPHARMACEUTICALS INC
[
ALDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ALDER BIOPHARMACEUTICALS, INC., 11804 NORTH CREEK PARKWAY SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/22/2019
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(Street)
BOTHELL, WA 98011
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$38.54
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10/22/2019 (1)
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D
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12700
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(2)(3)
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8/25/2025
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Common Stock
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12700
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$32.76
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10/22/2019 (1)
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D
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17300
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(2)(3)
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9/29/2025
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Common Stock
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17300
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$29.26
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10/22/2019 (1)
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D
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15000
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(3)(4)
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5/25/2026
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Common Stock
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15000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$16.90
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10/22/2019 (1)
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D
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15000
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(5)(6)
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5/23/2027
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Common Stock
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15000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$11.95
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10/22/2019 (1)
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D
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100000
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(6)(7)
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3/25/2028
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Common Stock
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100000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$11.01
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10/22/2019 (1)
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D
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22500
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(6)(8)
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5/22/2029
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Common Stock
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22500
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.
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(2)
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The shares subject to this option shall vest and become exercisable at a rate of one-third of the shares underlying the option on the one-year anniversary of August 18, 2015, the vesting commencement date, one-third of the shares underlying the option on the two-year anniversary of the vesting commencement date and one-third of the shares underlying the option on the three-year anniversary of the vesting commencement date, for so long as the recipient of the option provides continuous service to the Issuer, such that the total shares underlying the option shall be fully vested on the three-year anniversary of the vesting commencement date. The shares subject to this option are fully vested as of the date hereof.
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(3)
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The shares subject to this option, whether or not vested, were cancelled at the Effective Time without any consideration payable therefor.
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(4)
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The shares subject to this option shall fully vest and become exercisable on the date of the 2017 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
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(5)
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The shares subject to this option shall fully vest and become exercisable on the date of the 2018 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date. The shares subject to this option are fully vested as of the date hereof.
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(6)
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The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
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(7)
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If the Reporting Person remains continuously employed with the Issuer through the earlier to occur of (i) September 15, 2018 and (ii) the date that a new CEO begins employment with the Issuer (such earlier date, the "Earn Date"), 100% of the shares subject to the option will immediately vest on the Earn Date. The shares subject to this option are fully vested as of the date hereof.
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(8)
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The shares subject to this option shall fully vest and become exercisable on the date of the 2020 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cleveland Paul B C/O ALDER BIOPHARMACEUTICALS, INC. 11804 NORTH CREEK PARKWAY SOUTH BOTHELL, WA 98011
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X
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Signatures
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/s/ Alan Hambelton, Attorney-in-Fact
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10/24/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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