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*
Blumenkranz Mark S.

(Last) (First) (Middle)
C/O AVALANCHE BIOTECHNOLOGIES, INC.
1035 O'BRIEN DRIVE, SUITE A

(Street)
MENLO PARK CA 94025

(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)
X Director 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)
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 08/05/2014 X 25,000 A $0.15 725,000 D
Common Stock 08/05/2014 C 20,989 A (1) 745,989 D
Common Stock 08/05/2014 C 12,531 A (1) 12,531 I See Footnote(2)
Common Stock 08/05/2014 C 12,531 A (1) 12,531 I See Footnote(3)
Common Stock 08/05/2014 C 12,531 A (1) 12,531 I See Footnote(4)
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
Common Stock Purchase Warrant $0.15 08/05/2014 X 25,000 (7) (8) Common Stock 25,000 (1) 0 D
Series A Preferred Stock Purchase Warrant $1.45 08/05/2014 X 5,689 (5) (6) Series A Preferred Stock 5,689 (1) 0 D
Series A Preferred Stock (1) 08/05/2014 X 5,689 (7) (8) Common Stock 5,689 $1.45 20,989 D
Series A Preferred Stock (1) 08/05/2014 C 20,989 (7) (8) Common Stock 20,989 (1) 0 D
Series A Preferred Stock Purchase Warrant $1.45 08/05/2014 X 4,137 (5) (6) Series A Preferred Stock 4,137 (1) 0 I See Footnote(2)
Series A Preferred Stock (1) 08/05/2014 X 4,137 (7) (8) Common Stock 4,137 $1.45 12,531 I See Footnote(2)
Series A Preferred Stock (1) 08/05/2014 C 12,531 (7) (8) Common Stock 12,531 (1) 0 I See Footnote(2)
Series A Preferred Stock Purchase Warrant $1.45 08/05/2014 X 4,137 (5) (6) Series A Preferred Stock 4,137 (1) 0 I See Footnote(3)
Series A Preferred Stock (1) 08/05/2014 X 4,137 (7) (8) Common Stock 4,137 $1.45 12,531 I See Footnote(3)
Series A Preferred Stock (1) 08/05/2014 C 12,531 (7) (8) Common Stock 12,531 (1) 0 I See Footnote(3)
Series A Preferred Stock Purchase Warrant $1.45 08/05/2014 X 4,137 (5) (6) Series A Preferred Stock 4,137 (1) 0 I See Footnote(4)
Series A Preferred Stock (1) 08/05/2014 X 4,137 (7) (8) Common Stock 4,137 $1.45 12,531 I See Footnote(4)
Series A Preferred Stock (1) 08/05/2014 C 12,531 (7) (8) Common Stock 12,531 (1) 0 I See Footnote(4)
Explanation of Responses:
1. Each share of Series A Preferred and 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. The shares are held directly by the Carla Helene Blumenkranz Irrevocable Trust.
3. The shares are held directly by the Erik Davis Blumenkranz Irrevocable Trust.
4. The shares are held directly by the Scott Aubrey Blumenkranz Irrevocable Trust.
5. The warrant is immediately exercisable in full.
6. The warrant expires upon the consummation of the issuer's Initial Public Offering to the extent not previously exercised.
7. The Series A Preferred and 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:
/s/ Michael Swartzburg, Attorney-in-Fact for Mark Blumenkranz 08/07/2014
** 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.