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*
DILLY STEPHEN GEORGE

(Last) (First) (Middle)
AIMMUNE THERAPEUTICS, INC.
8000 MARINA BOULEVARD, SUITE 300

(Street)
BRISBANE CA 94005-1884

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [ AIMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/25/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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, $0.0001 par value 08/23/2017 G(1) V 41,075 D $0.00 10,328 I By GRAT 1(2)
Common Stock, $0.0001 par value 08/23/2017 G(1) V 41,075 A $0.00 41,075 I By Child's Trust 1(3)
Common Stock, $0.0001 par value 08/23/2017 G(1) V 10,328 D $0.00 0 I By GRAT 1(2)
Common Stock, $0.0001 par value 08/23/2017 G(1) V 10,328 A $0.00 10,328 I By Family Trust(4)
Common Stock, $0.0001 par value 08/23/2017 G(5) V 41,075 D $0.00 10,328 I By Wife's GRAT 1(6)
Common Stock, $0.0001 par value 08/23/2017 G(5) V 41,075 A $0.00 41,075 I By Child's Trust 2(7)
Common Stock, $0.0001 par value 08/23/2017 G(5) V 10,328 D $0.00 0 I By Wife's GRAT 1(6)
Common Stock, $0.0001 par value 08/23/2017 G(5) V 10,328 A $0.00 20,656 I By Family Trust(4)
Common Stock, $0.0001 par value 09/25/2017 S(8) 100,000 D $25.0079(9) 515,308(10) D
Common Stock, $0.0001 par value 14,447 I By GRAT 2(11)
Common Stock, $0.0001 par value 14,447 I By Wife's GRAT 2(12)
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
Explanation of Responses:
1. This transaction involved a gift of securities previously held indirectly by Stephen G. Dilly, as Trustee of The Stephen G. Dilly 2015 Grantor Retained Annuity Trust dated June 23, 2015 (the "First Dilly Trust"). Such shares were transferred from the First Dilly Trust to Stephen G. Dilly and Edwina Lynette Mullens as Trustees of The Frederick S W Dilly 2015 Irrevocable Trust dated June 23, 2015 (the "Frederick S W Dilly Trust") on August 23, 2017.
2. These shares are held by the First Dilly Trust. Dr. Dilly has sole voting, investment and dispositive power over the shares held by the First Dilly Trust.
3. These shares are held by the Frederick S W Dilly Trust. Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Frederick S W Dilly Trust.
4. These shares are held by Stephen G. Dilly and Edwina Lynette Mullens as Trustees of The Dilly Family Trust dated October 9, 2002 (the "Family Trust"). Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Family Trust.
5. This transaction involved a gift of securities previously held indirectly by Edwina Lynette Mullens, as Trustee of The Edwina Lynette Mullens 2015 Grantor Retained Annuity Trust dated June 23, 2015 (the "First Mullens Trust"). Such shares were transferred from the First Mullens Trust to Edwina Lynette Mullens and Stephen G. Dilly as Trustees of The Harriet F.L. Dilly 2015 Revocable Trust dated June 23, 2015 (the "Harriet F.L. Dilly Trust") on August 23, 2017. Dr. Dilly disclaims beneficial ownership of the shares held by Ms. Mullens.
6. These shares are held by the First Mullens Trust. Ms. Mullens has sole voting, investment and dispositive power over the shares held by the First Mullens Trust. Dr. Dilly disclaims beneficial ownership of the shares held by the First Mullens Trust.
7. These shares are held by the Harriet F.L. Dilly Trust. Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Frederick S W Dilly Trust.
8. This sale was effected pursuant to a Rule 10b5 1 trading plan adopted by the Reporting Person.
9. The transaction was executed in multiple trades in prices ranging from $24.90 to $25.33, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
10. A portion of these shares is subject to a right of repurchase held by the Issuer.
11. These shares are held by Stephen G. Dilly, Trustee, The Stephen G. Dilly 2016 Grantor Retained Annuity Trust DTD August 12, 2016 (the "Second Dilly Trust"). Dr. Dilly has sole voting, investment and dispositive power over the shares held by the Second Dilly Trust.
12. These shares are held by Edwina Lynette Mullens, Trustee, The Edwina Lynette Mullens 2016 Grantor Retained Annuity Trust DTD August 12, 2016 (the "Second Mullens Trust"). Ms. Mullens has sole voting, investment and dispositive power over the shares held by the Second Mullens Trust. Dr. Dilly disclaims beneficial ownership of the shares held by the Second Mullens Trust.
Remarks:
/s/ Douglas T. Sheehy, as Attorney-in-Fact for Stephen G. Dilly 09/27/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.