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
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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*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220

(Street)
BASEL V8 CH-4002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AILERON THERAPEUTICS INC [ ALRN ]
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)
07/05/2017
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 07/05/2017 C 2,277,515 A (1) 2,277,515 D(2)
Common Stock 07/05/2017 P 266,667(3) A $15 2,544,182 D(2)
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 C Preferred Stock (1) 07/05/2017 C 2,967,025 (1) (1) Common Stock 298,583 $0.00 0 D(2)
Series C-2 Preferred Stock (1) 07/05/2017 C 4,238,607 (1) (1) Common Stock 426,547 $0.00 0 D(2)
Series D Preferred Stock (1) 07/05/2017 C 6,781,770 (1) (1) Common Stock 682,476 $0.00 0 D(2)
Series E-2 Preferred Stock (1) 07/05/2017 C 2,644,558 (1) (1) Common Stock 266,132 $0.00 0 D(2)
Series E-3 Preferred Stock (1) 07/05/2017 C 2,293,829 (1) (1) Common Stock 230,837 $0.00 0 D(2)
Series F Preferred Stock (1) 07/05/2017 C 3,705,882 (1) (1) Common Stock 372,937 $0.00 0 D(2)
1. Name and Address of Reporting Person*
Novartis Bioventures Ltd

(Last) (First) (Middle)
C/O NOVARTIS INTERNATIONAL AG
WSJ-200.220

(Street)
BASEL V8 CH-4002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NOVARTIS AG

(Last) (First) (Middle)
LICHTSTRASSE 35

(Street)
BASEL V8 CH 4056

(City) (State) (Zip)
Explanation of Responses:
1. The Series C, Series C-2, Series D, Series E-2, Series E-3 and Series F Preferred Stock converted into Common Stock on a 9.937-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series C, Series C-2, Series D, Series E-2, Series E-3 and Series F Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial pubic offering. The shares had no expiration date.
2. The shares are directly owned by Novartis Bioventures Ltd. Novartis Bioventures Ltd. is a wholly-owned indirect subsidiary of Novartis AG, which is an indirect beneficial owner of the reported securities.
3. Novartis Bioventures Ltd., a wholly-owned indirect subsidiary of Novartis AG, acquired 266,667 shares of Common Stock in the Issuer's initial public offering.
Remarks:
/s/ Bartosz Dzikowski, authorized signatory 07/05/2017
/s/ Stephan Sandmeier, authorized signatory 07/05/2017
** 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 4 (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).
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