SEC Filing | Chinook Therapeutics, Inc.

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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^*

Haghighat Ross

(Last)

(First)

(Middle)

C/O ADURO BIOTECH, INC.

626 BANCROFT WAY, 3C

(Street)

BERKELEY

94710

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADURO BIOTECH, INC. [ ADRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2015

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

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

X	Form filed by One Reporting Person
	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	04/20/2015		C		206	A	⁽¹⁾	14,762	D
Common Stock	04/20/2015		C		5,562	A	⁽¹⁾	12,162	I	By Turnpike Properties, LLC⁽²⁾
Common Stock	04/20/2015		C		1,908	A	⁽¹⁾	4,172	I	By Triton Holdings LLC⁽³⁾
Common Stock	04/20/2015		C		72,000	A	⁽¹⁾	76,172	I	By Triton Holdings LLC⁽³⁾
Common Stock	04/20/2015		C		202,039	A	⁽¹⁾	278,211	I	By Triton Holdings LLC⁽³⁾
Common Stock	04/20/2015		C		68,559	A	⁽¹⁾	346,770	I	By Triton Holdings LLC⁽³⁾
Common Stock	04/20/2015		C		26,637	A	⁽¹⁾	373,407	I	By Triton Holdings LLC⁽³⁾
Common Stock	04/20/2015		C		8,480	A	⁽¹⁾	18,544	I	By Triton Systems, Inc.⁽⁴⁾
Common Stock	04/20/2015		C		249,302	A	⁽¹⁾	267,846	I	By Triton Systems, Inc.⁽⁴⁾
Common Stock	04/20/2015		C		477,617	A	⁽¹⁾	745,463	I	By Triton Systems, Inc.⁽⁴⁾

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 Preferred Stock	⁽¹⁾	04/20/2015		C			206	⁽¹⁾	⁽¹⁾	Common Stock	206⁽⁵⁾	$0.00	0	D
Series A Preferred Stock	⁽¹⁾	04/20/2015		C			5,562	⁽¹⁾	⁽¹⁾	Common Stock	5,562⁽⁵⁾	$0.00	0	I	By Turnpike Properties, LLC⁽²⁾
Series A Preferred Stock	⁽¹⁾	04/20/2015		C			8,480	⁽¹⁾	⁽¹⁾	Common Stock	8,480⁽⁵⁾	$0.00	0	I	By Triton Systems, Inc.⁽⁴⁾
Series A Preferred Stock	⁽¹⁾	04/20/2015		C			1,908	⁽¹⁾	⁽¹⁾	Common Stock	1,908⁽⁵⁾	$0.00	0	I	By Triton Holdings LLC⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	04/20/2015		C			249,302	⁽¹⁾	⁽¹⁾	Common Stock	249,302⁽⁵⁾	$0.00	0	I	By Triton Systems, Inc.⁽⁴⁾
Series A-1 Preferred Stock	⁽¹⁾	04/20/2015		C			72,000	⁽¹⁾	⁽¹⁾	Common Stock	72,000⁽⁵⁾	$0.00	0	I	By Triton Holdings LLC⁽³⁾
Series B Preferred Stock	⁽¹⁾	04/20/2015		C			477,617	⁽¹⁾	⁽¹⁾	Common Stock	477,617	$0.00	0	I	By Triton Systems, Inc.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	04/20/2015		C			202,039	⁽¹⁾	⁽¹⁾	Common Stock	202,039	$0.00	0	I	By Triton Holdings LLC⁽³⁾
Series C Preferred Stock	⁽¹⁾	04/20/2015		C			68,559	⁽¹⁾	⁽¹⁾	Common Stock	68,559	$0.00	0	I	By Triton Holdings LLC⁽³⁾
Series D Preferred Stock	⁽¹⁾	04/20/2015		C			26,637	⁽¹⁾	⁽¹⁾	Common Stock	26,637	$0.00	0	I	By Triton Holdings LLC⁽³⁾
Series B Preferred Stock Warrant (right to buy)	$1.1937	04/20/2015		D⁽⁶⁾			3,373	04/15/2011	04/15/2016	Series B Preferred Stock	2,428	$0.00	0	I	By Triton Systems, Inc.⁽⁴⁾
Common Stock Warrant (right to buy)	$1.66	04/20/2015		A⁽⁶⁾		2,428		04/15/2011	04/15/2016	Common Stock	2,428	$0.00	2,428	I	By Triton Systems, Inc.⁽⁴⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock automatically converted into 0.72 of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.

2. The shares are held by Turnpike Properties, LLC, over which the Reporting Person exercises voting and dispositive control.

3. The shares are held by Triton Holdings LLC, over which the Reporting Person exercises voting and dispositive control.

4. The shares are held by Triton Systems, Inc., over which the Reporting Person exercises voting and dispositive control.

5. Reflects 0.72-for-1 reverse stock split which became effective on April 1, 2015.

6. Pursuant to the terms of the Series B Preferred Stock Warrant (the "Old Warrant"), effective upon conversion of all outstanding shares of Series B Preferred Stock of the Issuer, the Old Warrant converts into a Warrant to purchase shares of Common Stock of the Issuer (the "New Warrant"). The two transactions reported in Table II above show the cancellation of the Old Warrant and acquisition of the New Warrant in connection with the automatic conversion of the Series B Preferred Stock into 0.72 of a share of common stock immediately prior to the closing of the Issuer's initial public offering.

Remarks:

	/s/ Jennifer Lew, Attorney-in-Fact	04/22/2015
	** 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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