SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Rogers John E. and Lois A.

(Last)

(First)

(Middle)

C/O ADURO BIOTECH, INC.

626 BANCROFT WAY, 3C

(Street)

BERKELEY

94710

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2015

3. Issuer Name and Ticker or Trading Symbol
ADURO BIOTECH, INC. [ ADRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,908	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,400	⁽¹⁾	D
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	543,988	⁽¹⁾	D
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,193,460	⁽¹⁾	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,847,774	⁽¹⁾	D
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	231,171	⁽¹⁾	D
Common Stock Warrant (right to buy)	04/15/2011	04/15/2021	Common Stock	23,322	$0.0001	D
Common Stock Warrant (right to buy)	04/29/2011	04/15/2021	Common Stock	30,157	$0.0001	D
Common Stock Warrant (right to buy)	10/31/2011	04/15/2021	Common Stock	15,078	$0.0001	D
Common Stock Warrant (right to buy)	09/30/2013	09/30/2023	Common Stock	82,949	$0.01	D
Series B Preferred Stock Warrant (right to buy)	04/15/2011	04/15/2016	Series B Preferred Stock	11,815	$1.1937	D
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	37,898	⁽¹⁾	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,400	⁽¹⁾	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Common Stock Warrant (right to buy)	12/31/2013	12/31/2023	Common Stock	1,858	$0.01	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Common Stock Warrant (right to buy)	01/10/2014	01/10/2024	Common Stock	1,858	$0.01	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,949	⁽¹⁾	I	By Christopher Hagerman⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,200	⁽¹⁾	I	By Christopher Hagerman⁽³⁾
Common Stock Warrant (right to buy)	12/31/2013	12/31/2023	Common Stock	928	$0.01	I	By Christopher Hagerman⁽³⁾
Common Stock Warrant (right to buy)	01/10/2014	01/10/2024	Common Stock	928	$0.01	I	By Christopher Hagerman⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	37,898	⁽¹⁾	I	By Phan Rogers Trust⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	14,400	⁽¹⁾	I	By Phan Rogers Trust⁽⁴⁾
Common Stock Warrant (right to buy)	12/31/2013	12/31/2023	Common Stock	1,858	$0.01	I	By Phan Rogers Trust⁽⁴⁾
Common Stock Warrant (right to buy)	01/10/2014	01/10/2024	Common Stock	1,858	$0.01	I	By Phan Rogers Trust⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,949	⁽¹⁾	I	By Joseph Rogers⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,200	⁽¹⁾	I	By Joseph Rogers⁽⁵⁾
Common Stock Warrant (right to buy)	12/31/2013	12/31/2023	Common Stock	928	$0.01	I	By Joseph Rogers⁽⁵⁾
Common Stock Warrant (right to buy)	01/10/2014	01/10/2024	Common Stock	928	$0.01	I	By Joseph Rogers⁽⁵⁾
Common Stock Warrant (right to buy)	07/07/2009	07/07/2019	Common Stock	52,941	$1.89	I	By John Rogers

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will be automatically converted into 0.72 of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

2. The securities are held by Buchholz Rogers Family Living Trust 2012, over which John E. Rogers exercises voting control.

3. The securities are held by Christopher Hagerman, over which John E. Rogers exercises voting control.

4. The securities are held by Phan Rogers Trust, over which John E. Rogers exercises voting control.

5. The securities are held by Joseph Rogers, over which John E. Rogers exercises voting control.

Remarks:

This is the first of two Forms 3 filed by the reporting person on the same date, April 14, 2015.

	/s/ Jennifer Lew, Attorney-in-Fact	04/14/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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