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*
5AM Partners III, LLC

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Audentes Therapeutics, Inc. [ BOLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2017
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 04/24/2017 P 4,331 A $14.5 64,431 I By 5AM Co-Investors III, L.P.(1)
Common Stock 04/24/2017 P 168,082 A $14.5 2,500,113 I By 5AM Ventures III, L.P.(1)
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
1. Name and Address of Reporting Person*
5AM Partners III, LLC

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
5AM Co-Investors III, L.P.

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
5AM VENTURES III, L.P.

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
DIEKMAN JOHN D

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Fomer 10% owner
1. Name and Address of Reporting Person*
Schwab Andrew J.

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
1. Name and Address of Reporting Person*
ROCKLAGE SCOTT M

(Last) (First) (Middle)
501 SECOND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
former 10% owner
Explanation of Responses:
1. 5AM Partners III, LLC is the general partner of 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. John Diekman, Andrew Schwab and Dr. Scott Rocklage are the managing members of 5AM Partners III. 5AM Partners III, LLC may be deemed to have sole voting and investment power over the shares beneficially owned by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. Diekman, Mr. Schwab and Dr. Rocklage may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Each of 5AM Partners III, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
Remarks:
/s/ Andrew J. Schwab 04/26/2017
** 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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