SEC Filing | Alector

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alector, Inc. [ ALEC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2019

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2019		C		405,925	A	⁽¹⁾	405,925	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		C		4,282,288	A	⁽¹⁾	4,688,213	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		C		2,029,626	A	⁽¹⁾	6,717,839	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		C		2,280,479	A	⁽¹⁾	8,998,318	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		C		1,012,282	A	⁽¹⁾	10,010,600	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		C		266,437	A	⁽¹⁾	10,277,037	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		P		157,939	A	$19	10,434,976	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		C		94,075	A	⁽¹⁾	94,075	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		C		992,437	A	⁽¹⁾	1,086,512	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		C		470,374	A	⁽¹⁾	1,556,886	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		C		528,510	A	⁽¹⁾	2,085,396	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		C		234,601	A	⁽¹⁾	2,319,997	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		C		85,295	A	⁽¹⁾	2,405,292	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		P		50,561	A	$19	2,455,853	I	See footnotes⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		P		203,200	A	$19	203,200	I	See footnotes⁽³⁾⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	02/11/2019		C			405,925	⁽¹⁾	⁽¹⁾	Common Stock	405,925	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	02/11/2019		C			94,075	⁽¹⁾	⁽¹⁾	Common Stock	94,075	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series A-2 Preferred Stock	⁽¹⁾	02/11/2019		C			4,282,288	⁽¹⁾	⁽¹⁾	Common Stock	4,282,288	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	02/11/2019		C			992,437	⁽¹⁾	⁽¹⁾	Common Stock	992,437	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	02/11/2019		C			2,029,626	⁽¹⁾	⁽¹⁾	Common Stock	2,029,626	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	02/11/2019		C			470,374	⁽¹⁾	⁽¹⁾	Common Stock	470,374	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	02/11/2019		C			2,280,479	⁽¹⁾	⁽¹⁾	Common Stock	2,280,479	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	02/11/2019		C			528,510	⁽¹⁾	⁽¹⁾	Common Stock	528,510	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	02/11/2019		C			1,012,282	⁽¹⁾	⁽¹⁾	Common Stock	1,012,282	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	02/11/2019		C			234,601	⁽¹⁾	⁽¹⁾	Common Stock	234,601	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	02/11/2019		C			266,437	⁽¹⁾	⁽¹⁾	Common Stock	266,437	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series E Preferred Stock	⁽¹⁾	02/11/2019		C			85,295	⁽¹⁾	⁽¹⁾	Common Stock	85,295	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP IV LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ORBIMED CAPITAL LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE

54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Each of the Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock automatically converted into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

2. The Shares are held of record by OrbiMed Private Investments IV-AL, LP ("OrbiMed IV-AL"). OrbiMed Capital GP IV LLC ("OrbiMed GP"), is the general partner of OrbiMed IV-AL. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OrbiMed IV-AL and as a result may be deemed to have beneficial ownership over such securities.

3. Each of OrbiMed GP, OrbiMed Capital LLC ("OrbiMed Capital") and OrbiMed Advisors disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report on Form 3 shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, currently Carl L. Gordon, a member of Advisors, to serve on the Issuer's board of directors.

4. The Shares are held of record by OrbiMed Private Investments IV-AL (Feeder), LP ("OrbiMed IV-AL (Feeder)"). OrbiMed GP is the general partner of OrbiMed IV-AL (Feeder). OrbiMed Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OrbiMed IV-AL (Feeder) and as a result may be deemed to have beneficial ownership over such securities.

5. The Shares are held of record by OrbiMed Partners Master Fund Limited ("OPM"). OrbiMed Capital, a registered investment adviser under the Investment Advisers Act, acts as the investment advisor to OPM. By virtue of such relationships, OrbiMed Capital may be deemed to have voting and investment power over the securities held by OPM and as a result may be deemed to have beneficial ownership over such securities.

Remarks:

	Douglas Coon, attorney-in-fact	02/11/2019
	** 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 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).
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