SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
DOW STEPHEN M

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2014
3. Issuer Name and Ticker or Trading Symbol
ALDER BIOPHARMACEUTICALS INC [ ALDR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 2,226,172 (1) I See Footnote(2)
Series B Preferred Stock (1) (1) Common Stock 1,776,222 (1) I See Footnote(3)
Series C Preferred Stock (1) (1) Common Stock 925,925 (1) I See Footnote(4)
Series D Preferred Stock (1) (1) Common Stock 530,235 (1) I See Footnote(5)
Explanation of Responses:
1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converts into Common Stock on a 1-for- 5.5 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.
2. Total Series A Preferred shares of 2,226,172 represents 2,176,903 shares owned directly by Sevin Rosen Fund IX L.P. ("SRFIX"), 43,293 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("SRIX AFF") and 5,976 shares owned directly by Sevin Rosen Bayless Management Company ("SRBMC"). Reporting person is a member of the general partner of SRB Associates IX L.P. ("SRBAIX"), the general partner of SRFIX and SRIX AFF, and as a member is deemed to have voting and dispositive power of the shares directly owned by SRFIX and SRIX AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares directly owned by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.
3. Total Series B Preferred shares of 1,776,222 represents 1,739,149 shares owned directly by SRFIX, 34,587 shares owned directly by SRIX AFF and 2,486 shares owned directly by SRBMC. Reporting person is a member of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as a member is deemed to have voting and dispositive power of the shares directly owned by SRFIX and SRIX AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares directly owned by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.
4. Total Series C Preferred shares of 925,925 represents 907,870 shares owned directly by SRFIX, and 18,055 shares owned directly by SRIX AFF. Reporting person is a member of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as a member is deemed to have voting and dispositive power of the shares directly owned by SRFIX and SRIX AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares directly owned by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares.
5. Total Series D Preferred shares of 530,235 represents 259,948 shares owned directly by SRFIX, 5,169 shares owned directly by SRIX AFF, and 265,118 shares owned directly by The Dow Family Trust, the ("Dow Trust"). Reporting person is a member of the general partner of SRBAIX, the general partner of SRFIX and SRIX AFF, and as a member is deemed to have voting and dispositive power of the shares owned directly by SRFIX and SRIX AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and as such is deemed to have shared voting and dispositive power of the shares owned directly by SRBMC and disclaims beneficial ownership with no pecuniary interest in these shares. Reporting person is a trustee of the Dow Trust.
John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow 05/07/2014
** 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 5 (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).
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