Ownership Submission
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, 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 *
  Smith Jeffrey T L
2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2014
3. Issuer Name and Ticker or Trading Symbol
ALDER BIOPHARMACEUTICALS INC [ALDR]
(Last)
(First)
(Middle)
11804 NORTH CREEK PARKWAY SOUTH
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP Translational Medicine
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOTHELL, WA 98011
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 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)
Common Stock 29,090
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (Right to Buy)   (1) 07/18/2015 Common Stock 61,818 $ 0.055 D  
Stock Option (Right to Buy)   (1) 09/14/2016 Common Stock 43,272 $ 0.385 D  
Stock Option (Right to Buy)   (1) 11/13/2017 Common Stock 16,090 $ 1.265 D  
Stock Option (Right to Buy)   (1) 07/22/2018 Common Stock 36,363 $ 1.65 D  
Stock Option (Right to Buy)   (1) 04/20/2019 Common Stock 40,909 $ 0.99 D  
Stock Option (Right to Buy)   (1) 02/25/2020 Common Stock 22,727 $ 4.455 D  
Stock Option (Right to Buy)   (1) 06/12/2022 Common Stock 27,272 $ 3.465 D  
Stock Option (Right to Buy)   (1) 12/11/2022 Common Stock 31,818 $ 3.465 D  
Stock Option (Right to Buy)   (1) 02/10/2024 Common Stock 13,636 $ 6.765 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Jeffrey T L
11804 NORTH CREEK PARKWAY SOUTH
BOTHELL, WA 98011
      Sr. VP Translational Medicine  

Signatures

/s/ Jeffrey T. L. Smith 05/07/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of the vesting commencement date and 1/48th of the total number of shares each monthly anniversary of the vesting commencement date thereafter, for so long as the recipient of the option provides continuous service to the issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the vesting commencement date.

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