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*
Venrock Associates VI, L.P.

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL ]
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)
08/05/2014
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 08/05/2014 C 1,965,471 A (1) 1,965,471(2) I By Funds(3)
Common Stock 08/05/2014 P 400,000(4) A $17 2,365,471(5) I By Funds(6)
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) 08/05/2014 C 1,965,471 (7) (8) Common Stock 1,965,471 (1) 0 I By Funds
1. Name and Address of Reporting Person*
Venrock Associates VI, L.P.

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Partners VI, L.P.

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Management VI, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Partners Management VI, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VENROCK HEALTHCARE CAPITAL PARTNERS LP

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VHCP Co-Investment Holdings, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VHCP Management, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hove Anders D

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Koh Bong Y

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series B Preferred Stock automatically converted into one share of Issuer's Common Stock upon the consummation of the Issuer's initial public offering (the "IPO").
2. Venrock Associates VI, L.P. ("VA6") holds an aggregate of 911,193 shares, Venrock Partners VI, L.P. ("VP6") holds an aggregate of 71,543 shares, Venrock Healthcare Capital Partners, L.P. ("VHCP") holds an aggregate of 830,805 shares and VHCP Co-Investment Holdings, LLC ("Co-Invest") holds an aggregate of 151,930 shares.
3. Venrock Management VI, LLC, Venrock Partners Management VI, LLC and VHCP Management, LLC (collectively, the "Venrock GP Entities") are the sole general partners or manager, as applicable, of VA6, VP6, VHCP and Co-Invest (collectively, the "Funds"), respectively, and have voting and investment power over the shares held by the Funds. Anders Hove and Bong Koh are the managing members of VHCP Management, LLC and may be deemed to beneficially own the shares held by VHCP and Co-Invest. Each of the Venrock GP Entities and Drs. Hove and Koh disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.
4. In the IPO, VHCP purchased an aggregate of 101,443 shares, Co-Invest purchased an aggregate of 18,557 shares, Venrock Healthcare Capital Partners II, L.P. ("VHCP2") purchased an aggregate of 235,455 shares and VHCP Co-Investment Holdings II, LLC ("Co-Invest 2") purchased an aggregate of 44,545 shares.
5. VA6 holds an aggregate of 911,193 shares, VP6 holds an aggregate of 71,543 shares, VHCP holds an aggregate of 932,248 shares, Co-Invest holds an aggregate of 170,487 shares, VHCP2 holds an aggregate of 235,455 shares and Co-Invest 2 holds an aggregate of 44,545 shares.
6. Venrock Management VI, LLC, Venrock Partners Management VI, LLC, VHCP Management, LLC and VHCP Management II, LLC (collectively, the "Venrock GP I & II Entities") are the sole general partners or managers, as applicable, of VA6, VP6, VHCP, VHCP2, Co-Invest and Co-Invest 2 (collectively, the "Venrock Funds"), respectively, and have voting and investment power over the shares held by the Venrock Funds. Anders Hove and Bong Koh are the managing members of VHCP Management, LLC and VHCP Management II, LLC and may be deemed to beneficially own the shares held by VHCP, VHCP2, Co-Invest and Co-Invest 2. Each of the Venrock GP I & II Entities and Drs. Hove and Koh disclaims beneficial ownership of the shares held by the Venrock Funds, except to the extent of their respective indirect pecuniary interests therein.
7. The Series B Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1:1 basis upon the completion of Issuer's IPO.
8. The expiration date is not relevant to the conversion of these securities.
Remarks:
Part I of a two part filing dated August 7, 2014.
/s/ David L. Stepp, Authorized Signatory 08/07/2014
/s/ David L. Stepp, as attorney in fact 08/07/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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