UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 00739L 10 1

1

Names of Reporting Persons
Novartis Institutes for BioMedical Research, Inc.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
3,170,528

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,170,528

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,170,528

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
5.21%

12

Type of Reporting Person (See Instructions)
CO

1

Names of Reporting Persons
Novartis AG

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Switzerland

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
3,170,528

7

Sole Dispositive Power
0

8

Shared Dispositive Power
3,170,528

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,170,528

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
5.21%

12

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer:
Aduro Biotech, Inc.

(b)

Address of Issuer’s Principal Executive Offices:
626 Bancroft Way, 3C, Berkeley, CA 94710

Item 2.

(a)

Name of Person Filing:

Novartis Institutes for BioMedical Research, Inc.

Novartis AG

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of Novartis Institutes for BioMedical Research, Inc. is 250 Massachusetts Avenue, Cambridge MA 02139.

The address of the principal business office of Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

(c)

Citizenship:

Novartis Institutes for BioMedical Research, Inc. is a corporation organized under the laws of the State of Delaware and is an indirect wholly-owned subsidiary of Novartis AG.

Novartis AG is a corporation organized under the laws of Switzerland and is the publicly owned parent of Novartis Institutes for BioMedical Research, Inc.

(d)

Title and Class of Securities:
Common Stock, par value $0.0001 per share (“Common Stock”)

(e)

CUSIP No.:
00739L 10 1

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4.

Ownership

(a)

Amount beneficially owned:   

Novartis Institutes for BioMedical Research, Inc. is the record owner of 3,170,528 shares of Common Stock of Aduro Biotech, Inc. As the indirect parent of Novartis Institutes for BioMedical Research, Inc., Novartis AG may be deemed to beneficially own these securities.

(b)

Percent of class:   

5.21%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

0

(ii)

Shared power to vote or to direct the vote:

3,170,528

(iii)

Sole power to dispose or to direct the disposition of:

0

(iv)

Shared power to dispose or to direct the disposition of:

3,170,528

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.

By:

/s/Scott A. Brown

Name:

Scott A. Brown

Title:

VP, General Counsel

NOVARTIS AG

By:

/s/Christian Rehm

Name:

Christian Rehm

Title:

Authorized Signatory

By:

/s/Felix Senn

Name:

Felix Senn

Title:

Authorized Signatory

Exhibit
Reference

Exhibit Description

A

Evidence of Signature Authority

B

Joint Filing Agreement

NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.

By:

/s/Scott A. Brown

Name:

Scott A. Brown

Title:

VP, General Counsel

NOVARTIS AG

By:

/s/Christian Rehm

Name:

Christian Rehm

Title:

Authorized Signatory

By:

/s/Felix Senn

Name:

Felix Senn

Title:

Authorized Signatory