0000899243-19-024295.txt : 20190926 0000899243-19-024295.hdr.sgml : 20190926 20190926141748 ACCESSION NUMBER: 0000899243-19-024295 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190916 FILED AS OF DATE: 20190926 DATE AS OF CHANGE: 20190926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H LUNDBECK A S CENTRAL INDEX KEY: 0001206828 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36431 FILM NUMBER: 191117360 BUSINESS ADDRESS: STREET 1: 9 OTTILIAVEJ DK 2500 VALBY STREET 2: COPENHAGEN CITY: DENMARK STATE: G7 ZIP: 00000 BUSINESS PHONE: 4526301311 MAIL ADDRESS: STREET 1: 9 OTTILIAVEJ DK 2500 VALBY STREET 2: COPENHAGEN CITY: DENMARK STATE: G7 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALDER BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001423824 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 900134860 FISCAL YEAR END: 1231 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-09-16 0 0001423824 ALDER BIOPHARMACEUTICALS INC ALDR 0001206828 H LUNDBECK A S OTTILIAVEJ 9 VALBY G7 DK-2500 DENMARK 0 0 1 0 Common Stock, par value $0.0001 0 I See Footnotes Stock Option (right to buy) Common Stock, par value $0.0001 0 I See Footnotes Class A-1 Convertible Preferred Stock Common Stock, par value $0.0001 0 I See Footnotes This Form 3 is being filed on behalf of H. Lundbeck A/S, the ("Reporting Person"). The Reporting Person is the indirect parent company of Violet Acquisition Corp. ("Purchaser"). Lundbeck USA Holding LLC, a Delaware limited liability company ("Holding"), is a wholly-owned direct subsidiary of the Reporting Person; Lundbeck LLC, a Delaware limited liability company ("Payor"), is a wholly-owned direct subsidiary of Holding; and Purchaser is a wholly-owned direct subsidiary of Payor. Because of the relationship of Purchaser to Parent, each of Holding, Payor, and Purchaser may be deemed to beneficially own the securities reported in this Form 3. The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person, Holding, Payor or Purchaser are the beneficial owners of any securities reported in this Form 3. The Reporting Person is filing this Form 3 solely due to its entry into the Tender and Support Agreement (the "Support Agreement") by and among the Reporting Person, Purchaser and certain stockholders of Alder BioPharmaceuticals, Inc. ("Alder"). The Support Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 16, 2019, by and among the Reporting Person, Payor, Purchaser and Alder. For additional information regarding the Support Agreement and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on September 26, 2019 (the "Schedule 13D"). As a result of certain provisions contained in the Support Agreement, the Reporting Person may be deemed to have beneficial ownership of the shares of common stock covered by the Support agreement and beneficially owned by the Alder stockholders party thereto (an aggregate of 11,599,701 shares, which represent approximately 13.3% of Alder's total outstanding shares based on 86,930,135 shares of common stock outstanding to the Reporting Person's knowledge as of September 16, 2019 (based on the representation by Alder with respect to outstanding shares of Alder common stock as of September 12, 2019 in the Merger Agreement and certain beneficial ownership limitations, discussed further in the Schedule 13D) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). (Continued from Footnote 3) Generally, upon the exercise of any security convertible or exchangeable for any Alder common stock by the Alder stockholders party to the Support Agreement, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreement and the Reporting Person, together with Holding, Payor and Purchaser, may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Person, on its own behalf and on behalf of Holding, Payor and Purchaser, expressly disclaims any beneficial ownership of the securities reported herein, and the Reporting Person, Holding, Payor and Purchaser do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the securities subject to the Support Agreement. H. Lundbeck A/S By: /s/ Deborah Dunsire, Name: Deborah Dunsire, Title: Chief Executive Officer 2019-09-26