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^*

Rogers John E. and Lois A.

(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)

Director	X	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		14,400	A	⁽¹⁾	28,308	D
Common Stock	04/20/2015		C		543,988	A	⁽¹⁾	572,296	D
Common Stock	04/20/2015		C		2,193,460	A	⁽¹⁾	2,765,756	D
Common Stock	04/20/2015		C		2,847,774	A	⁽¹⁾	5,613,530	D
Common Stock	04/20/2015		C		231,171	A	⁽¹⁾	5,844,701	D
Common Stock	04/20/2015		P		147,058	A	$17	5,991,759	D
Common Stock	04/20/2015		C		37,898	A	⁽¹⁾	37,898	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Common Stock	04/20/2015		C		14,400	A	⁽¹⁾	52,298	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Common Stock	04/20/2015		C		18,949	A	⁽¹⁾	18,949	I	By Christopher Hagerman⁽³⁾
Common Stock	04/20/2015		C		7,200	A	⁽¹⁾	26,149	I	By Christopher Hagerman⁽³⁾
Common Stock	04/20/2015		C		37,898	A	⁽¹⁾	37,898	I	By Phan Rogers Trust⁽⁴⁾
Common Stock	04/20/2015		C		14,400	A	⁽¹⁾	52,298	I	By Phan Rogers Trust⁽⁴⁾
Common Stock	04/20/2015		C		18,949	A	⁽¹⁾	18,949	I	By Joseph Rogers⁽⁵⁾
Common Stock	04/20/2015		C		7,200	A	⁽¹⁾	26,149	I	By Joseph Rogers⁽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 Preferred Stock	⁽¹⁾	04/20/2015		C			14,400	⁽¹⁾	⁽¹⁾	Common Stock	14,400	$0.00	0	D
Series A-1 Preferred Stock	⁽¹⁾	04/20/2015		C			543,988	⁽¹⁾	⁽¹⁾	Common Stock	543,988	$0.00	0	D
Series B Preferred Stock	⁽¹⁾	04/20/2015		C			2,193,460	⁽¹⁾	⁽¹⁾	Common Stock	2,193,460	$0.00	0	D
Series C Preferred Stock	⁽¹⁾	04/20/2015		C			2,847,774	⁽¹⁾	⁽¹⁾	Common Stock	2,847,774	$0.00	0	D
Series D Preferred Stock	⁽¹⁾	04/20/2015		C			231,171	⁽¹⁾	⁽¹⁾	Common Stock	231,171	$0.00	0	D
Series B Preferred Stock Warrant (right to buy)⁽⁶⁾	$1.1937	04/20/2015		D⁽⁶⁾			11,815	04/15/2011	04/15/2016	Series B Preferred Stock	8,506	$0.00	0	D
Common Stock Warrant (right to buy)⁽⁶⁾	$1.66	04/20/2015		A⁽⁶⁾		8,506		04/15/2011	04/15/2016	Common Stock	8,506	$0.00	8,506	D
Series C Preferred Stock	⁽¹⁾	04/20/2015		C			37,898	⁽¹⁾	⁽¹⁾	Common Stock	37,898	$0.00	0	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Series D Preferred Stock	⁽¹⁾	04/20/2015		C			14,400	⁽¹⁾	⁽¹⁾	Common Stock	14,400	$0.00	0	I	By Buchholz Rogers Family Living Trust 2012⁽²⁾
Series C Preferred Stock	⁽¹⁾	04/20/2015		C			18,949	⁽¹⁾	⁽¹⁾	Common Stock	18,949	$0.00	0	I	By Christopher Hagerman⁽³⁾
Series D Preferred Stock	⁽¹⁾	04/20/2015		C			7,200	⁽¹⁾	⁽¹⁾	Common Stock	7,200	$0.00	0	I	By Christopher Hagerman⁽³⁾
Series C Preferred Stock	⁽¹⁾	04/20/2015		C			37,898	⁽¹⁾	⁽¹⁾	Common Stock	37,898	$0.00	0	I	By Phan Rogers Trust⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	04/20/2015		C			14,400	⁽¹⁾	⁽¹⁾	Common Stock	14,400	$0.00	0	I	By Phan Rogers Trust⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	04/20/2015		C			18,949	⁽¹⁾	⁽¹⁾	Common Stock	18,949	$0.00	0	I	By Joseph Rogers⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	04/20/2015		C			7,200	⁽¹⁾	⁽¹⁾	Common Stock	7,200	$0.00	0	I	By Joseph Rogers⁽⁵⁾

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 securities are held by Buchholz Rogers Family Living Trust 2012, over which John E. Rogers exercises voting control.

3. The securities are held by Christopher Hagerman, over which John E. Rogers exercises voting control.

4. The securities are held by Phan Rogers Trust, over which John E. Rogers exercises voting control.

5. The securities are held by Joseph Rogers, over which John E. Rogers exercises voting control.

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:

This is the first of two Forms 4 filed by the reporting person on the same date, April 22, 2015.

	/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.
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