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 PAKIANATHAN DEEPIKA

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 DELPHI VENTURES,Â 3000 SAND HILL RD., BLDG 1, SUITE 135

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 Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

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)

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 C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,083,541	$ ⁽¹⁾	I	By Delphi Ventures VII, L.P. ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	20,835	$ ⁽¹⁾	I	By Delphi BioInvestments VII, L.P. ⁽²⁾
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	380,353	$ ⁽¹⁾	I	By Delphi Ventures VII, L.P. ⁽²⁾
Series D Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,803	$ ⁽¹⁾	I	By Delphi BioInvestments VII, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PAKIANATHAN DEEPIKA C/O DELPHI VENTURES 3000 SAND HILL RD., BLDG 1, SUITE 135 MENLO PARK,Â CAÂ 94025	Â X	Â X	Â	Â

Signatures

/s/ Matthew T. Potter, Attorney-in-Fact for Deepika R. Pakianathan, Ph.D.		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)	These securities are directly held as follows: 2,463,894 shares by Delphi Ventures VII, L.P. ("DV VII") and 24,638 shares by Delphi BioInvestments VII, L.P. ("DBI VII" and together with DV VII, the "Delphi VII Funds"). Delphi Management Partners VII, L.L.C. ("DMP VII") is the general partner of each of DV VII and DBI VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. The Reporting Person is a managing member of DMP VII and may be deemed to share voting and dispositive power over the securities held by the Delphi VII Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi VII Funds, except to the extent of any pecuniary interest therein.

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