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^*

Polaris Venture Management Co. VI, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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)

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		500,000	A	⁽¹⁾	500,000	I	See footnote⁽²⁾
Common Stock	02/11/2019		C		5,274,725	A	⁽¹⁾	5,774,725	I	See footnotes⁽²⁾⁽³⁾
Common Stock	02/11/2019		C		2,500,000	A	⁽¹⁾	8,274,725	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	02/11/2019		C		2,808,989	A	⁽¹⁾	11,083,714	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	02/11/2019		C		1,246,883	A	⁽¹⁾	12,330,597	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	02/11/2019		C		527,597	A	⁽¹⁾	12,858,194	I	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

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			500,000	⁽¹⁾	⁽¹⁾	Common Stock	500,000	$0.00	0	I	See footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	02/11/2019		C			5,274,725	⁽¹⁾	⁽¹⁾	Common Stock	5,274,725	$0.00	0	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	02/11/2019		C			2,500,000	⁽¹⁾	⁽¹⁾	Common Stock	2,500,000	$0.00	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	02/11/2019		C			2,808,989	⁽¹⁾	⁽¹⁾	Common Stock	2,808,989	$0.00	0	I	See footnote⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	02/11/2019		C			1,246,883	⁽¹⁾	⁽¹⁾	Common Stock	1,246,883	$0.00	0	I	See footnote⁽⁶⁾
Series E Preferred Stock	⁽¹⁾	02/11/2019		C			527,597	⁽¹⁾	⁽¹⁾	Common Stock	527,597	$0.00	0	I	See footnote⁽⁷⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. VI, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners VI (AIV), L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund VI, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners VI, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PVP VI (AIV) Feeder Corp. Holding Partnership, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(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 converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. 27,606 shares are held by Polaris Venture Partners Founders' Fund VI, L.P ("PVPFF VI"), 379,174 shares are held by Polaris Venture Partners VI (AIV), L.P. ("PVP VI AIV") and 93,220 shares are held by PVP VI (AIV) Feeder Corp. Holding Partnership, L.P. ("PVP VI Feeder" and, together with PVP VI AIV, PVPFF VI, and Polaris Venture Partners VI, L.P. ("PVP VI"), the "Polaris Funds"). The general partner of each of the Polaris Funds is Polaris Venture Management Co. VI, L.L.C. ("PVM"). PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any.

3. 291,223 shares are held by PVPFF VI, 4,000,075 shares are held by PVP VI AIV and 983,427 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any.

4. 138,030 shares are held by PVPFF VI, 1,895,867 shares are held by PVP VI AIV and 466,103 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any.

5. 155,087 shares are held by PVPFF VI, 2,130,190 shares are held by PVP VI AIV and 523,712 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any.

6. 68,842 shares are held by PVPFF VI, 945,571 shares are held by PVP VI AIV and 232,470 shares are held by PVP VI Feeder. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any.

7. 29,129 shares are held by PVPFF VI and 498,468 shares are held by PVP VI. PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that PVM is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any.

Remarks:

	/s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C.	02/13/2019
	/s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI (AIV), L.P.	02/13/2019
	/s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners Founders' Fund VI, L.P.	02/13/2019
	/s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI, L.P.	02/13/2019
	/s/ Terrance McGuire, Managing Member of Polaris Venture Management Co. VI, L.L.C., general partner of PVP VI (AIV) Feeder Corp. Holding Partnership, L.P.	02/13/2019
	** Signature of Reporting Person	Date
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