| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/21/2015 |
3. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 40,740(1) | D | |
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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 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 04/30/2025 | Common Stock | 23,000 | $33.17 | D | |
| Explanation of Responses: |
| 1. Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of Common Stock of the Issuer for each one (1) RSU upon the vesting thereof. With respect to the 8,000 RSUs granted on May 1, 2015, such RSUs vest with respect to 25% of the shares subject thereto on each of the first, second, third and fourth anniversaries of May 1, 2015, subject to the Reporting Person's continued service with the Issuer. With respect to the remaining 32,740 RSUs granted on August 21, 2015 (the "August 21 RSUs"), such August 21 RSUs vest with respect to 50% of the shares subject thereto on each of the first and second anniversaries of August 21, 2015, subject to the Reporting Person's continued service with the Issuer. The foregoing 40,740 RSUs are subject to acceleration pursuant to the Reporting Person's Change in Control and Severance Agreement, as amended (the "Severance Agreement"). |
| 2. Twenty-Five Percent (25%) of the shares subject to the option vest on the first anniversary measured from May 1, 2015 (the "Vesting Commencement Date") and the remaining shares subject to the option vest in 36 successive, equal monthly installments thereafter on each monthly anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date. The shares subject to the option are subject to acceleration pursuant to the Reporting Person's Severance Agreement. |
| Remarks: |
| /s/ Michael Swartzburg, Attorney-in-Fact for Shirley Braun | 09/23/2015 | |
| ** 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. | ||
| 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 Number. | ||