FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DOW STEPHEN M   2. Issuer Name and Ticker or Trading Symbol ALDER BIOPHARMACEUTICALS INC [ALDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SEVIN ROSEN FUNDS, 13355 NOEL ROAD, SUITE 1350 3. Date of Earliest Transaction (Month/Day/Year) 05/19/2015 (Street) DALLAS, TX 75240 4. If Amendment, Date Original Filed(Month/Day/Year) 05/21/2015 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 (1) 05/20/2015   S   8,462 (2) D $ 40.3947 (3) 4,313,992 I (4) See Footnote

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Stock Option (Right To Buy)

$ 39.66

05/19/2015

A

6,350 (5)

(6)

05/18/2025

Common Stock

6,350

$ 0

6,350

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DOW STEPHEN M C/O SEVIN ROSEN FUNDS 13355 NOEL ROAD, SUITE 1350 DALLAS, TX 75240	X	X

Signatures

John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow		05/21/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 Amendment is being filed to replace in total the Form 4 filed earlier today on behalf of Steve Dow for Alder BioPharmaceuticals, Inc. An incorrect CIK code was used which resulted in the error.
(2)	Represents 8,462 Common Shares sold directly by Sevin Rosen Bayless Management Company ("SRBMC") pursuant to Rule 144 under the Securities Act of 1933, as amended.
(3)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.00 to $40.7025, inclusive. Information can be provided to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(4)	Total Common Shares of 4,313,992 represents 3,947,770 shares owned directly by Sevin Rosen Fund IX L.P., ("SRFIX"), 101,104 shares owned directly by Sevin Rosen IX Affiliates Fund L.P. ("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 SRFIX and SRIX AFF, and as a member is deemed to have shared voting and dispositive power of the shares held by SRFIX and SRIX AFF, and disclaims beneficial ownership except to the extent of his proportionate interest in these shares. Reporting person is a director of SRBMC and is deemed to have shared voting and dispositive power of these shares and disclaims beneficial ownership with no pecuniary interest in these shares. Reporting person is a trustee of the Dow Trust.
(5)	This option was issued to the reporting person pursuant to the Issuer's 2014 Equity Incentive Plan and is effective immediately following the Issuer's Annual Meeting of Stockholders.
(6)	Options fully vest and become exercisable on the date of the 2016 Annual Meeting of the Stockholders of the Issuer, so long as the Reporting Person provides continuous service to the Issuer through such date.

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