Edgar Filing: ALDER BIOPHARMACEUTICALS INC

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 ^*

Â H.I.G. Venture Partners II, L.P.

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)

C/O H.I.G. CAPITAL,Â 1450 BRICKELL, 31ST FLOOR

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MIAMI,Â FLÂ 33131

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,342,657	$ ⁽¹⁾	D ⁽²⁾	Â
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	404,040	$ ⁽¹⁾	D ⁽²⁾	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	318,884	$ ⁽¹⁾	D ⁽²⁾	Â
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	335,664	$ ⁽¹⁾	D ⁽³⁾	Â
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	101,010	$ ⁽¹⁾	D ⁽³⁾	Â
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	79,721	$ ⁽¹⁾	D ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
H.I.G. Venture Partners II, L.P. C/O H.I.G. CAPITAL 1450 BRICKELL, 31ST FLOOR MIAMI,Â FLÂ 33131	Â	Â X	Â	Â
H.I.G. Ventures - Alder, LLC C/O H.I.G. CAPITAL 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI,Â FLÂ 33131	Â	Â X	Â	Â

Signatures

/s/ H.I.G. Venture Partners II, L.P. /s/ H.I.G. Ventures - Alder, LLC		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 preferred stock is convertible at any time, at the holder's election, and has no expiration date. The preferred stock will automatically convert into common stock on a 1-to-1 basis upon closing of the initial public offering of the issuer.
(2)	H.I.G. Venture Advisors, II LLC is the general partner of H.I.G. Venture Partners II, L.P., and has sole voting and investment power with respect to the shares held by H.I.G. Venture Partners II, L.P. H.I.G. Venture Advisors, II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
(3)	H.I.G.-GPII, Inc. is the manager of H.I.G. Ventures - Alder, LLC, and has shared voting and dispositive power with respect to the shares held by H.I.G. Ventures - Alder, LLC. H.I.G.-GPII, Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Sami Mnaymneh and Anthony Tamer, the co-presidents, directors, and sole shareholders of H.I.G.-GPII, Inc., have shared voting and dispositive power with respect to the shares held by H.I.G. Ventures - Alder, LLC, but disclaim beneficial ownership of such shares except to the extent of theri pecuniary interests therein.

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