0001104659-14-040069.txt : 20140519 0001104659-14-040069.hdr.sgml : 20140519 20140519161728 ACCESSION NUMBER: 0001104659-14-040069 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140519 DATE AS OF CHANGE: 20140519 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88142 FILM NUMBER: 14854822 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 SC 13G 1 a14-12984_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Alder Biopharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

014339105

(CUSIP Number)

May 8, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 014339105

 

13G

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Bristol-Myers Squibb Company

22-0790350

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,600,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,600,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)*  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.35%*

 

 

12

Type of Reporting Person
CO

 


* This percentage is calculated based on 29,902,822 shares outstanding upon completion of the Issuer’s initial public offering.

 

2



 

CUSIP No. 014339105

 

13G

 

Item 1.

 

(a)

Name of issuer:
Alder Biopharmaceuticals, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
11804 North Creek Parkway South

Bothwell, WA 98011

 

Item 2.

 

(a)

Name of person filing:
Bristol-Myers Squibb Company

 

(b)

Address of Principal Business Office or, if None, Residence:
345 Park Avenue

New York, New York 10154

 

(c)

Citizenship:
Delaware

 

(d)

Title of Class of Securities:
Common Stock

 

(e)

CUSIP Number:
014339105

 

Item 3.

If this statement is filed pursuant to §§240.13d or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in Section 3(a) (6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in Section 3(a) (19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3



 

CUSIP No. 014339105

13G

 

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

1,600,000

 

(b)

Percent of class:   

5.35%*

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

1,600,000

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:  

1,600,000

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 


* This percentage is calculated based on 29,902,822 shares outstanding upon completion of the Issuer’s initial public offering.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has  ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

 

E.R. Squibb & Sons, L.L.C.*                                               1,600,000                              5.35%

 


*Shares are held of record by E.R. Squibb & Sons, L.L.C., a wholly-owned subsidiary of the Reporting Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

4



 

CUSIP No. 014339105

13G

 

 

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: May 19, 2014

 

 

 

 

BRISTOL-MYERS SQUIBB COMPANY

 

 

 

By:

/s/ Sandra Leung

 

Name:

Sandra Leung

 

Title:

General Counsel and Corporate Secretary

 

5