SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* H.I.G. Venture Partners II, L.P. (Last) (First) (Middle) C/O H.I.G. CAPITAL 1450 BRICKELL, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALDER BIOPHARMACEUTICALS INC [ ALDR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/13/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2014		C		2,065,581	A	(1)	2,065,581	D(2)
Common Stock	05/13/2014		C		516,395	A	(1)	516,395	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	05/13/2014		C			1,342,657	(1)	(1)	Common Stock	1,342,657	$0.00(1)	0	D(2)
Series C Preferred Stock	(1)	05/13/2014		C			404,040	(1)	(1)	Common Stock	404,040	$0.00(1)	0	D(2)
Series D Preferred Stock	(1)	05/13/2014		C			318,884	(1)	(1)	Common Stock	318,884	$0.00(1)	0	D(2)
Series B Prefered Stock	(1)	05/13/2014		C			335,664	(1)	(1)	Common Stock	335,664	$0.00(1)	0	D(3)
Series C Preferred Stock	(1)	05/13/2014		C			101,010	(1)	(1)	Common Stock	101,010	$0.00(1)	0	D(3)
Series D Preferred Stock	(1)	05/13/2014		C/K			79,721	(1)	(1)	Common Stock	79,721	$0.00(1)	0	D(3)

1. Name and Address of Reporting Person* H.I.G. Venture Partners II, L.P. (Last) (First) (Middle) C/O H.I.G. CAPITAL 1450 BRICKELL, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* H.I.G. Ventures - Alder, LLC (Last) (First) (Middle) C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The preferred stock converted into common stock on a 1-for-1 basis upon the closing of the issuer's initial public offering and had no expiration date.

2. H.I.G. Venture Advisors, II LLC is the general partner of H.I.G. Venture Partners II, L.P. and has sole voting and investment power with respect to the shares held by H.I.G. Venture Partners II, L.P. H.I.G. Venture Advisors, II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. H.I.G.-GPII, Inc. is the manager of H.I.G. Ventures - Alder, LLC, and has shared voting and dispositive power with respect to the shares held by H.I.G. Ventures - Alder, LLC. H.I.G.-GPII, Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Sami Mnaymneh and Anthony Tamer, the co-presidents, directors and sole sharenholders of H.I.G.-GPII, Inc., have shared voting and dispositive power with respect to the shares held by H.I.G. Ventures-Alder, LLC, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein.

Remarks:

	/s/ Claudia LaFollette, Attorney-in-Fact for H.I.G. Venture Partners II, L.P. and H.I.G. Ventures - Alder, LLC	05/15/2014
	** Signature of Reporting Person	Date
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