0001144204-16-131747.txt : 20161104 0001144204-16-131747.hdr.sgml : 20161104 20161104163344 ACCESSION NUMBER: 0001144204-16-131747 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161104 DATE AS OF CHANGE: 20161104 GROUP MEMBERS: FORESITE CAPITAL FUND II, L.P. GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT II, LLC GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT III, LLC GROUP MEMBERS: JAMES TANANBAUM 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: 161975599 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: Foresite Capital Fund III, L.P. CENTRAL INDEX KEY: 0001645158 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 4500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-877-4887 MAIL ADDRESS: STREET 1: 600 MONTGOMERY STREET STREET 2: SUITE 4500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 v452270_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___________)*

 

Alder BioPharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

014339105

(CUSIP Number)

 

October 27, 2016

(Date of Event Which Requires Filing of this Statement)

 

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

 

  [_] Rule 13d-1(b)
  [X] Rule 13d-1(c)
  [_] 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 disclosures provided in a prior cover page.

 

The information required on 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 (“Act”) 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).

 

(Continued on following pages)

 

 

 

 

Page 1 of 11

 

Exhibit Index on Page 10

 

 
CUSIP # 014339105Page 2 of 11

 

 

1 NAME OF REPORTING PERSONS Foresite Capital Fund II, L.P. (“FCF II”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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
951,885 shares, except that Foresite Capital Management II, LLC (“FCM II”), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

951,885 shares, except that FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.

 

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 951,885
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON PN
       

 

 
CUSIP # 014339105Page 3 of 11

 

 

1 NAME OF REPORTING PERSONS Foresite Capital Management II, LLC (“FCM II”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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
951,885 SHARES, all of which are directly owned by Foresite Capital Fund II, L.P. (“FCF II”).  FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM II, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
951,885 shares, all of which are directly owned by FCF II.  FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 951,885
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON OO
       

 

 
CUSIP # 014339105Page 4 of 11

 

1 NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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
1,568,182 shares, except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,568,182 shares, except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,568,182
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON PN
       

 

 
CUSIP # 014339105Page 5 of 11

 

1 NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
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
1,568,182 shares, all of which are directly owned by Foresite Capital Fund III, L.P. (“FCF III”).  FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
1,568,182 shares, all of which are directly owned by FCF III.  FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,568,182
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1%
12 TYPE OF REPORTING PERSON OO
       
 
CUSIP # 014339105Page 6 of 11

 

1 NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,520,067 shares, of which 951,885 shares are directly owned by Foresite Capital Fund II, L.P. (“FCF II”), and 1,568,182 shares are directly owned by Foresite Capital Fund III, L.P. (“FCF III”).  Tananbaum is the managing member of each of Foresite Capital Management II, LLC (“FCM II”), which is the general partner of FCF II, and Foresite Capital Management III, LLC (“FCM III”), which is the general partner of FCF III.  Tananbaum may be deemed to have sole power to vote these shares.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
2,520,067 shares, of which 951,885 shares are directly owned by FCF II, and 1,568,182 shares are directly owned by FCF III.  Tananbaum is the managing member of each FCM II, which is the general partner of FCF II, and FCM III, which is the general partner of FCF III.  Tananbaum may be deemed to have sole power to dispose of these shares.
8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,520,067
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON IN
       

 

 

 
CUSIP # 014339105Page 7 of 11

 

ITEM 1(A).NAME OF ISSUER

 

Alder BioPharmaceuticals, Inc. (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

11804 North Creek Parkway South

Bothell, WA 98011

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule is filed by Foresite Capital Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware limited liability company, Foresite Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC, a Delaware limited liability company and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o Foresite Capital Management

600 Montgomery Street, Suite 4500
San Francisco, CA 94111

ITEM 2(C).CITIZENSHIP

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

 

Common Stock

 

ITEM 2(E).CUSIP NUMBER

 

014339105

 

ITEM 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of November 3, 2016:

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

 
CUSIP # 014339105Page 8 of 11

 

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Under certain circumstances set forth in the limited partnership agreements of FCF II and FCF III and the limited liability company agreements of FCM II and FCM III the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

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

 

ITEM 10.CERTIFICATION.

 

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 
CUSIP # 014339105Page 9 of 11

 

SIGNATURES

 

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:   November 4, 2016      
         
         
      FORESITE CAPITAL FUND II, L.P.
         
      By: FORESITE CAPITAL MANAGEMENT II, LLC
      Its: General Partner
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      FORESITE CAPITAL MANAGEMENT II, LLC
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      FORESITE CAPITAL FUND III, L.P.
         
      By: FORESITE CAPITAL MANAGEMENT III, LLC
      Its: General Partner
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      FORESITE CAPITAL MANAGEMENT III, LLC
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      JAMES TANANBAUM
         
      By: /s/ James Tananbaum
      Name: James Tananbaum

 

 

 
CUSIP # 014339105Page 10 of 11

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 11

 

 

 
CUSIP # 014339105Page 11 of 11

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date:   November 4, 2016      
         
         
      FORESITE CAPITAL FUND II, L.P.
         
      By: FORESITE CAPITAL MANAGEMENT II, LLC
      Its: General Partner
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      FORESITE CAPITAL MANAGEMENT II, LLC
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      FORESITE CAPITAL FUND III, L.P.
         
      By: FORESITE CAPITAL MANAGEMENT III, LLC
      Its: General Partner
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      FORESITE CAPITAL MANAGEMENT III, LLC
         
      By: /s/ James Tananbaum
      Name: James Tananbaum
      Title: Managing Member
         
         
      JAMES TANANBAUM
         
      By: /s/ James Tananbaum
      Name: James Tananbaum