SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Bessemer Venture Partners VII L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2017
3. Issuer Name and Ticker or Trading Symbol
Allena Pharmaceuticals, Inc. [ ALNA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 1,466,800 (1) I See Footnotes(1)(2)
Series B Preferred Stock (3) (3) Common Stock 760,565 (3) I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VII L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bessemer Venture Partners VII Institutional L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BVP VII SPECIAL OPPORTUNITY FUND LP

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Deer VII & Co. L.P.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Deer VII & Co. Ltd.

(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of Series A Preferred Stock is convertible into Common Stock on a 4.174-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. As of the date hereof, Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), Bessemer Venture Partners VII, L.P. ("BVP VII") and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF" and together with BVP VII Inst and BVP VII, collectively, the "Funds"), own 205,350 shares, 469,376 shares, and 792,074 shares, respectively, of Common Stock issuable upon conversion of the Series A Preferred Stock.
2. Deer VII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VII & Co. L.P. ("Deer L.P."), which is the general partner of BVP VII Inst, BVP VII and BVP VII SOF. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
3. Each share of Series B Preferred Stock is convertible into Common Stock on a 4.174-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. As of the date hereof, BVP VII Inst, BVP VII, and BVP VII SOF own 106,479 shares, 243,381 shares, and, 410,705 shares, respectively, of Common Stock issuable upon conversion of the Series B Preferred Stock.
Remarks:
/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII L.P. 11/01/2017
/s/Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of Bessemer Venture Partners VII Institutional L.P. 11/01/2017
/s/Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P., the General Partner of BVP VII Special Opportunity Fund L.P. 11/01/2017
/s/Scott Ring, General Counsel, Deer VII & Co. Ltd., the General Partner of Deer VII & Co. L.P 11/01/2017
/s/ Scott Ring, General Counsel, Deer VII & Co. Ltd 11/01/2017
** Signature of Reporting Person Date
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