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^*
SCHAFER GREGORY W

(Last) | (First) | (Middle)
C/O ADURO BIOTECH, INC.
740 HEINZ AVENUE

(Street) 
BERKELEY | CA | 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 | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2017

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)
| | | Code | V | Amount | (A) or (D) | Price | | |
Common Stock | 11/06/2017 | | M | | 6,932 | A | $1.45 | 155,677 | D |
Common Stock | 11/06/2017 | | M | | 13,068 | A | $0.82 | 168,745 | D |
Common Stock | 11/06/2017 | | S^(1) | | 20,000 | D | $7.9656^(2) | 148,745 | D |

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)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Stock Option (right to buy) | $1.45 | 11/06/2017 | | M | | | 6,932 | ^(3) | 01/09/2025 | Common Stock | 6,932 | $0.00 | 106,676 | D |
Stock Option (right to buy) | $0.82 | 11/06/2017 | | M | | | 13,068 | ^(4) | 11/26/2023 | Common Stock | 13,068 | $0.00 | 215,459 | D |
Explanation of Responses:
1. The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 24, 2017.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.80 to $8.15, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
3. The shares subject to the Option vest in 48 equal monthly installments from the vesting commencement date of January 10, 2015.
4. The shares subject to the Option became fully vested and exercisable as of July 1, 2017.
Remarks:
| /s/ Jennifer Lew, Attorney-in-Fact | 11/08/2017
| ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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