SEC FORM 4

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

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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^*

Versant Ventures IV, LLC

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Audentes Therapeutics, Inc. [ BOLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2016		C		1,081,477	A	⁽¹⁾	1,081,477	I	By Versant Venture Capital IV, L.P.⁽²⁾⁽³⁾
Common Stock	07/25/2016		C		480,856	A	⁽⁴⁾	1,562,333	I	By Versant Venture Capital IV, L.P.⁽²⁾⁽³⁾
Common Stock	07/25/2016		C		198,410	A	⁽⁵⁾	1,760,743	I	By Versant Venture Capital IV, L.P.⁽²⁾⁽³⁾
Common Stock	07/25/2016		C		6,811	A	⁽¹⁾	6,811	I	By Versant Side Fund IV, L.P.⁽⁶⁾⁽⁷⁾
Common Stock	07/25/2016		C		3,029	A	⁽⁴⁾	9,840	I	By Versant Side Fund IV, L.P.⁽⁶⁾⁽⁷⁾
Common Stock	07/25/2016		C		1,249	A	⁽⁵⁾	11,089	I	By Versant Side Fund IV, L.P.⁽⁶⁾⁽⁷⁾
Common Stock	07/25/2016		P		34,781	A	$15	1,795,524	I	By Versant Venture Capital IV, L.P.⁽²⁾⁽³⁾
Common Stock	07/25/2016		P		219	A	$15	11,308	I	By Versant Side Fund IV, L.P.⁽⁶⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/25/2016		C			1,081,477	⁽¹⁾	⁽¹⁾	Common Stock	1,081,477	⁽¹⁾	0	I	By Versant Venture Capital IV, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁴⁾	07/25/2016		C			480,856	⁽⁴⁾	⁽⁴⁾	Common Stock	480,856	⁽⁴⁾	0	I	By Versant Venture Capital IV, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁵⁾	07/25/2016		C			198,410	⁽⁵⁾	⁽⁵⁾	Common Stock	198,410	⁽⁵⁾	0	I	By Versant Venture Capital IV, L.P.⁽²⁾⁽³⁾
Series A Preferred Stock	⁽¹⁾	07/25/2016		C			6,811	⁽¹⁾	⁽¹⁾	Common Stock	6,811	⁽¹⁾	0	I	By Versant Side Fund IV, L.P.⁽⁶⁾⁽⁷⁾
Series B Preferred Stock	⁽⁴⁾	07/25/2016		C			3,029	⁽⁴⁾	⁽⁴⁾	Common Stock	3,029	⁽⁴⁾	0	I	By Versant Side Fund IV, L.P.⁽⁶⁾⁽⁷⁾
Series C Preferred Stock	⁽⁵⁾	07/25/2016		C			1,249	⁽⁵⁾	⁽⁵⁾	Common Stock	1,249	⁽⁵⁾	0	I	By Versant Side Fund IV, L.P.⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 25, 2016 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-208842) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.

2. Versant Ventures IV, LLC ("VV IV") is the general partner of Versant Venture Capital IV, L.P. ("VVC IV"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. Each of Thomas Woiwode, a member of the issuer's board of directors, Brian Atwood, Bradley Bolzon, Samuel Colella, Ross Jaffe, William Link, Kirk Nielsen, Robin Praeger, Rebecca Robertson and Charles Warden is a managing member of VV IV and may be deemed to share voting and dispositive power over the securities held by VVC IV. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Each share of the issuer's Series B Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 25, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

5. Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 25, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

6. VV IV is the general partner of Versant Side Fund IV, L.P. ("VSF IV"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

7. Each of Thomas Woiwode, a member of the issuer's board of directors, Brian Atwood, Bradley Bolzon, Samuel Colella, Ross Jaffe, William Link, Kirk Nielsen, Robin Praeger, Rebecca Robertson and Charles Warden is a managing member of VV IV and may be deemed to share voting and dispositive power over the securities held by VSF IV. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Robin L. Praeger, Managing Director of Versant Ventures IV, LLC, which is the general partner of each of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P.	07/25/2016
	** Signature of Reporting Person	Date
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