0001209191-14-034304.txt : 20140515 0001209191-14-034304.hdr.sgml : 20140515 20140515171624 ACCESSION NUMBER: 0001209191-14-034304 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140513 FILED AS OF DATE: 20140515 DATE AS OF CHANGE: 20140515 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALDER BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001423824 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. Venture Partners II, L.P. CENTRAL INDEX KEY: 0001606967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36431 FILM NUMBER: 14848863 BUSINESS ADDRESS: STREET 1: 1450 BRICKELL AVENUE STREET 2: 31ST FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: (305) 379-2322 MAIL ADDRESS: STREET 1: 1450 BRICKELL AVENUE STREET 2: 31ST FLOOR CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. Ventures - Alder, LLC CENTRAL INDEX KEY: 0001606968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36431 FILM NUMBER: 14848864 BUSINESS ADDRESS: STREET 1: 1450 BRICKELL AVENUE STREET 2: 31ST FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: (305) 379-2322 MAIL ADDRESS: STREET 1: 1450 BRICKELL AVENUE STREET 2: 31ST FLOOR CITY: MIAMI STATE: FL ZIP: 33131 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-05-13 0 0001423824 ALDER BIOPHARMACEUTICALS INC ALDR 0001606967 H.I.G. Venture Partners II, L.P. C/O H.I.G. CAPITAL 1450 BRICKELL, 31ST FLOOR MIAMI FL 33131 0 0 1 0 0001606968 H.I.G. Ventures - Alder, LLC C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI FL 33131 0 0 1 0 Common Stock 2014-05-13 4 C 0 2065581 A 2065581 D Common Stock 2014-05-13 4 C 0 516395 A 516395 D Series B Preferred Stock 2014-05-13 4 C 0 1342657 0.00 D Common Stock 1342657 0 D Series C Preferred Stock 2014-05-13 4 C 0 404040 0.00 D Common Stock 404040 0 D Series D Preferred Stock 2014-05-13 4 C 0 318884 0.00 D Common Stock 318884 0 D Series B Prefered Stock 2014-05-13 4 C 0 335664 0.00 D Common Stock 335664 0 D Series C Preferred Stock 2014-05-13 4 C 0 101010 0.00 D Common Stock 101010 0 D Series D Preferred Stock 2014-05-13 4 C 1 79721 0.00 D Common Stock 79721 0 D The preferred stock converted into common stock on a 1-for-1 basis upon the closing of the issuer's initial public offering and had no expiration date. H.I.G. Venture Advisors, II LLC is the general partner of H.I.G. Venture Partners II, L.P. and has sole voting and investment power with respect to the shares held by H.I.G. Venture Partners II, L.P. H.I.G. Venture Advisors, II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. H.I.G.-GPII, Inc. is the manager of H.I.G. Ventures - Alder, LLC, and has shared voting and dispositive power with respect to the shares held by H.I.G. Ventures - Alder, LLC. H.I.G.-GPII, Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Sami Mnaymneh and Anthony Tamer, the co-presidents, directors and sole sharenholders of H.I.G.-GPII, Inc., have shared voting and dispositive power with respect to the shares held by H.I.G. Ventures-Alder, LLC, but disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. /s/ Claudia LaFollette, Attorney-in-Fact for H.I.G. Venture Partners II, L.P. and H.I.G. Ventures - Alder, LLC 2014-05-15 EX-24.4_522831 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Randall C. Schatzman and Larry Benedict of Alder BioPharmaceuticals, Inc. (the "Company") and Julia Conway, Michael Pirog and Claudia LaFollette of Cooley LLP, signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation thereunder; (2) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such Forms with the SEC and any stock exchange, self-regulatory association or any other authority; and (4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the attorneys-in fact. This Power of Attorney revokes any other power of attorney that the undersigned has previously granted to representatives of the Company and Cooley LLP. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Dated: April 2, 2014 By: /s/ Richard Siegel VP and General Counsel H.I.G. Venture Partners II, L.P. Signature Printed Name POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Randall C. Schatzman and Larry Benedict of Alder BioPharmaceuticals, Inc. (the "Company") and Julia Conway, Michael Pirog and Claudia LaFollette of Cooley LLP, signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation thereunder; (2) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such Forms with the SEC and any stock exchange, self-regulatory association or any other authority; and (4) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the attorneys-in fact. This Power of Attorney revokes any other power of attorney that the undersigned has previously granted to representatives of the Company and Cooley LLP. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Dated: April 2, 2014 By: /s/ Richard Siegel VP and General Counsel H.I.G. Ventures - Alder, LLC Signature Printed Name