0001193125-15-044152.txt : 20150211 0001193125-15-044152.hdr.sgml : 20150211 20150211160506 ACCESSION NUMBER: 0001193125-15-044152 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150211 DATE AS OF CHANGE: 20150211 GROUP MEMBERS: FIVE CORNERS CAPITAL INC. GROUP MEMBERS: GARY BRIDGER GROUP MEMBERS: KENNETH GALBRAITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALDER BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001423824 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88142 FILM NUMBER: 15599563 BUSINESS ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 BUSINESS PHONE: 425-205-2900 MAIL ADDRESS: STREET 1: 11804 NORTH CREEK PARKWAY SOUTH CITY: BOTHELL STATE: WA ZIP: 98011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ventures West 8 Limited Partnership CENTRAL INDEX KEY: 0001599970 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O FIVE CORNERS CAPITAL STREET 2: 700 WEST GEORGIA STREET, SUITE 2500 CITY: VANCOUVER STATE: A1 ZIP: V7Y 1B3 BUSINESS PHONE: 360-306-1224 MAIL ADDRESS: STREET 1: C/O FIVE CORNERS CAPITAL STREET 2: 700 WEST GEORGIA STREET, SUITE 2500 CITY: VANCOUVER STATE: A1 ZIP: V7Y 1B3 SC 13G 1 d870058dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment     )*

 

 

Alder BioPharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

014339 105

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* 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 (“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. 014339 105

 

  1. 

Names of Reporting Persons

 

Ventures West 8 Limited Partnership

  2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC USE ONLY

 

  4.

Citizenship or Place of Organization

 

Canada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5. 

Sole Voting Power

 

3,469,528(1)

6.

Shared Voting Power

 

Not applicable.

7.

Sole Dispositive Power

 

3,469,528(1)

8.

Shared Dispositive Power

 

Not applicable.

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,469,528(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row 9

 

11.2%(2)

12.

Type of Reporting Person (see instructions)

 

PN

 

(1) Consists of 3,469,528 shares held by Ventures West 8 Limited Partnership. Five Corners Capital Inc., the general partner of Ventures West 8 Limited Partnership, has sole voting and investment power with respect to the shares held by Ventures West 8 Limited Partnership. The directors of Five Corners Capital Inc. are Gary Bridger and Kenneth Galbraith. Gary Bridger and Kenneth Galbraith disclaim beneficial ownership of all shares except to the extent of their pecuniary interest.
(2) Based on 30,996,526 shares of Common Stock outstanding on December 31, 2014.

CUSIP No. 014339 105

 

  1. 

Names of Reporting Persons

 

Five Corners Capital Inc.

  2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC USE ONLY

 

  4.

Citizenship or Place of Organization

 

Canada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5. 

Sole Voting Power

 

3,469,528(1)

6.

Shared Voting Power

 

Not applicable.

7.

Sole Dispositive Power

 

3,469,528(1)

8.

Shared Dispositive Power

 

Not applicable.

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,469,528(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row 9

 

11.2%(2)

12.

Type of Reporting Person (see instructions)

 

CO

 

(1) Consists of 3,469,528 shares held by Ventures West 8 Limited Partnership. Five Corners Capital Inc., the general partner of Ventures West 8 Limited Partnership, has sole voting and investment power with respect to the shares held by Ventures West 8 Limited Partnership. The directors of Five Corners Capital Inc. are Gary Bridger and Kenneth Galbraith. Gary Bridger and Kenneth Galbraith disclaim beneficial ownership of all shares except to the extent of their pecuniary interest.
(2) Based on 30,996,526 shares of Common Stock outstanding on December 31, 2014.

CUSIP No. 014339 105

 

  1. 

Names of Reporting Persons

 

Gary Bridger

  2.

Check the Appropriate Box if a Member of a Group (see instructions)

(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

 

Not applicable.

6.

Shared Voting Power

 

3,469,528(1)

7.

Sole Dispositive Power

 

Not applicable.

8.

Shared Dispositive Power

 

3,469,528(1)

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,469,528(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row 9

 

11.2%(2)

12.

Type of Reporting Person (see instructions)

 

IN

 

(1) Consists of 3,469,528 shares held by Ventures West 8 Limited Partnership. Five Corners Capital Inc., the general partner of Ventures West 8 Limited Partnership, has sole voting and investment power with respect to the shares held by Ventures West 8 Limited Partnership. The directors of Five Corners Capital Inc. are Gary Bridger and Kenneth Galbraith. Gary Bridger and Kenneth Galbraith disclaim beneficial ownership of all shares except to the extent of their pecuniary interest.
(2) Based on 30,996,526 shares of Common Stock outstanding on December 31, 2014.

CUSIP No. 014339 105

 

  1. 

Names of Reporting Persons

 

Kenneth Galbraith

  2.

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ¨        (b)  x

 

  3.

SEC USE ONLY

 

  4.

Citizenship or Place of Organization

 

Canada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

 5. 

Sole Voting Power

 

Not applicable.

6.

Shared Voting Power

 

3,469,528(1)

7.

Sole Dispositive Power

 

Not applicable.

8.

Shared Dispositive Power

 

3,469,528(1)

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,469,528(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ¨

 

11.

Percent of Class Represented by Amount in Row 9

 

11.2%(2)

12.

Type of Reporting Person (see instructions)

 

IN

 

(1) Consists of 3,469,528 shares held by Ventures West 8 Limited Partnership. Five Corners Capital Inc., the general partner of Ventures West 8 Limited Partnership, has sole voting and investment power with respect to the shares held by Ventures West 8 Limited Partnership. The directors of Five Corners Capital Inc. are Gary Bridger and Kenneth Galbraith. Gary Bridger and Kenneth Galbraith disclaim beneficial ownership of all shares except to the extent of their pecuniary interest.
(2) Based on 30,996,526 shares of Common Stock outstanding on December 31, 2014.

Item 1(a). Name of Issuer: Alder BioPharmaceuticals, Inc.
Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

    11804 North Creek Parkway South

    Bothell, WA 98011

Item 2(a).

Name of Person Filing:

 

    (i)       Ventures West 8 Limited Partnership

 

    (ii)      Five Corners Capital Inc.

 

    (iii)     Gary Bridger

 

    (iv)     Kenneth Galbraith

Item 2(b).

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

 

    Suite 2500

    700 West Georgia Street

    Vancouver, BC V7Y 1B3

Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 014339 105
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.

 

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

  (a) Amount Beneficially Owned: See Row 9 of cover page for each Reporting Person.

 

  (b) Percent of Class: See Row 11 of cover page for each Reporting Person

 

  (c) Number of shares as to which the 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 5 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 5 percent of the class of securities, check the following  ¨.

 

Item 6. Ownership of More than 5 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.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of a Group

Not applicable.

 

Item 10. Certification

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.

Date: February 11, 2015

 

VENTURES WEST 8 LIMITED PARTNERSHIP,
by its General Partner,
Five Corners Capital Inc.
Per:

/s/ Kenneth Galbraith

(Authorized Signatory)
Per:

/s/ Gary Bridger

(Authorized Signatory)
FIVE CORNERS CAPITAL INC.
Per:

/s/ Kenneth Galbraith

(Authorized Signatory)
Per:

/s/ Gary Bridger

(Authorized Signatory)

 

/s/ Gary Bridger

Gary Bridger

/s/ Kenneth Galbraith

Kenneth Galbraith

Exhibit 1:     Joint Filing Statement

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Alder BioPharmaceuticals, Inc.

Date: February 11, 2015

 

VENTURES WEST 8 LIMITED PARTNERSHIP,
by its General Partner,
Five Corners Capital Inc.
Per:

/s/ Kenneth Galbraith

(Authorized Signatory)
Per:

/s/ Gary Bridger

(Authorized Signatory)
FIVE CORNERS CAPITAL INC.
Per:

/s/ Kenneth Galbraith

(Authorized Signatory)
Per:

/s/ Gary Bridger

(Authorized Signatory)

 

/s/ Gary Bridger

Gary Bridger

/s/ Kenneth Galbraith

Kenneth Galbraith