Statement of Changes in Beneficial Ownership (4)
19 November 2022 - 9:18AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Polaris Venture Management Co. VI, L.L.C. |
2. Issuer Name and Ticker or Trading Symbol
Alector, Inc.
[
ALEC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE MARINA PARK DRIVE, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2022 |
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/16/2022 | | J(1) | | 500000 (2)(3) | D | $0.00 | 11853817 | I | See footnote (4) |
| Common Stock | 11/16/2022 | | J(5) | | 98533 (6)(7) | A | $0.00 | 98533 | D | |
| Common Stock | 11/16/2022 | | J(8) | | 98533 (6)(7) | D | $0.00 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Polaris Venture Partners Founders' Fund VI, L.P. ("PVPFF VI"), Polaris Venture Partners VI (AIV), L.P. ("PVP VI AIV") and Polaris Venture Partners VI (AIV-B), L.P. (p/k/a PVP VI (AIV) Feeder Corp. Holding Partnership, L.P., "PVP VI AIV-B" and, together with PVPFF VI, PVP VI AIV and Polaris Venture Partners VI, L.P. ("PVP VI"), the "Polaris Funds"). |
| (2) | 27,606 shares were distributed by PVPFF VI, 379,180 shares were distributed by PVP VI AIV and 93,214 shares were distributed by PVP VI AIV-B. The general partner of each of the Polaris Funds is Polaris Venture Management Co. VI, L.L.C. ("PVM"). Each of Amir Nashat, Brian Chee, David Barrett, Bryce Youngren, Jonathan Flint, and Terrance McGuire, a member of the Issuer's board of directors, are managing members of PVM (collectively, the "Managing Members") and may be deemed to have shared power to vote and dispose of the shares held by the Polaris Funds. |
| (3) | (Continued from footnote 2) Each of the Managing Members and PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein. |
| (4) | 654,463 shares are held by PVPFF VI, 8,589,364 shares are held by PVP VI AIV, 2,111,522 shares are held by PVP VI AIV-B and 498,468 shares are held by PVP VI. Each of the Managing Members and PVM disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein. |
| (5) | Represents a change in the form of ownership of PVM by virtue of the receipt of shares in the pro-rata in-kind distribution of common stock of the Issuer for no consideration by the Polaris Funds. |
| (6) | Shares held by PVM. 276 shares received from PVPFF VI, 78,869 shares received from PVP VI AIV and 19,388 shares received from PVP VI AIV-B. The Managing Members, including Terrance McGuire who is a member of the Issuer's board of directors, are managing members of PVM and may be deemed to have shared power to vote and dispose of the shares held by the Polaris Funds. |
| (7) | (Continued from footnote 6) Each of the Managing Members disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein. |
| (8) | Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by PVM to its members. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Polaris Venture Management Co. VI, L.L.C.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210 |
| X |
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Polaris Venture Partners VI (AIV), L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210 |
| X |
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Polaris Venture Partners Founders' Fund VI, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210 |
| X |
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Polaris Venture Partners VI, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210 |
| X |
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Polaris Venture Partners VI (AIV-B), L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON, MA 02210 |
| X |
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Signatures
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| /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C. | | 11/18/2022 |
| **Signature of Reporting Person | Date |
| /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI (AIV), L.P. | | 11/18/2022 |
| **Signature of Reporting Person | Date |
| /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners Founders' Fund VI, L.P. | | 11/18/2022 |
| **Signature of Reporting Person | Date |
| /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI, L.P. | | 11/18/2022 |
| **Signature of Reporting Person | Date |
| /s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. VI, L.L.C., general partner of Polaris Venture Partners VI (AIV-B), L.P. | | 11/18/2022 |
| **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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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