SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
ROCHE HOLDING LTD

(Last) (First) (Middle)
GRENZACHERSTRASSE 122

(Street)
BASEL V8 CH4070

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2017
3. Issuer Name and Ticker or Trading Symbol
AILERON THERAPEUTICS INC [ ALRN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Stock (1) (1) Common Stock 341,238 (1) D(5)
Series E-2 Preferred Stock (2) (2) Common Stock 74,043 (2) D(5)
Series E-3 Preferred Stock (3) (3) Common Stock 64,224 (3) D(5)
Series F Preferred Stock (4) (4) Common Stock 99,586 (4) D(5)
1. Name and Address of Reporting Person*
ROCHE HOLDING LTD

(Last) (First) (Middle)
GRENZACHERSTRASSE 122

(Street)
BASEL V8 CH4070

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROCHE FINANCE LTD

(Last) (First) (Middle)
GRENZACHERSTRASSE 124

(Street)
BASEL V8 CH4070

(City) (State) (Zip)
Explanation of Responses:
1. The Series D Preferred Stock is convertible into Common Stock on a 9.937-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
2. The Series E-2 Preferred Stock is convertible into Common Stock on a 9.937-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
3. The Series E-2 Preferred Stock is convertible into Common Stock on a 9.937-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
4. The Series F Preferred Stock is convertible into Common Stock on a 9.937-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
5. Roche Finance Ltd is the direct beneficial owner of these securities of the Issuer. Roche Finance Ltd is a wholly owned subsidiary of Roche Holding Ltd. Roche Holding Ltd is the indirect beneficial owner of these securities of the Issuer. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any securities of the Issuer that may be or are beneficially owned by any other person or persons other than such Reporting Person. This Form 3 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any securities of the Issuer for any purpose, other than the securities reported in this Form 3.
Remarks:
/s/ Dr. Beat Kraehenmann 06/28/2017
/s/ Dr. Urs Jaisli 06/28/2017
** 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 5 (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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