FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Smith Jeffrey T L
2. Issuer Name and Ticker or Trading Symbol

ALDER BIOPHARMACEUTICALS INC [ ALDR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Managing Director
(Last)          (First)          (Middle)

11804 NORTH CREEK PARKWAY SOUTH
3. Date of Earliest Transaction (MM/DD/YYYY)

10/22/2019
(Street)

BOTHELL, WA 98011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  10/22/2019    A(1)    16230  A $0.00  21502  D   
Common Stock  10/22/2019 (2)   D    21502  D $18.00 (3) 0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)  $3.465  10/22/2019 (2)   D        17271    (4)(5) 6/12/2022  Common Stock  17271  $0.00  0  D   
Stock Option (Right to Buy)  $3.465  10/22/2019 (2)   D        31818    (4)(5) 12/11/2022  Common Stock  31818  $0.00  0  D   
Stock Option (Right to Buy)  $6.765  10/22/2019 (2)   D        13636    (5)(6) 2/10/2024  Common Stock  13636  $0.00  0  D   
Stock Option (Right to Buy)  $10.00  10/22/2019 (2)   D        13636    (5)(7) 5/6/2024  Common Stock  13636  $0.00  0  D   
Stock Option (Right to Buy)  $16.90  10/22/2019 (2)   D        35000    (5)(8) 7/7/2024  Common Stock  35000  $0.00  0  D   
Stock Option (Right to Buy)  $28.23  10/22/2019 (2)   D        50000    (9)(10) 1/25/2025  Common Stock  50000  $0.00  0  D   
Stock Option (Right to Buy)  $24.18  10/22/2019 (2)   D        100000    (10)(11) 1/28/2026  Common Stock  100000  $0.00  0  D   
Stock Option (Right to Buy)  $20.40  10/22/2019 (2)   D        85000    (10)(12) 1/26/2027  Common Stock  85000  $0.00  0  D   
Stock Option (Right to Buy)  $10.70  10/22/2019 (2)   D        50000    (5)(13) 12/13/2027  Common Stock  50000  $0.00  0  D   
Stock Option (Right to Buy)  $13.55  10/22/2019 (2)   D        60000    (5)(14) 2/15/2028  Common Stock  60000  $0.00  0  D   
Stock Option (Right to Buy)  $14.00  10/22/2019 (2)   D        100000    (5)(15) 2/5/2029  Common Stock  100000  $0.00  0  D   

Explanation of Responses:
(1)  On January 2, 2018, the Reporting Person was granted restricted stock units which represented a contingent right to receive a maximum of 25,518 shares of Issuer's Common Stock (the "RSU"), of which 9,288 shares had vested and the remaining 16,230 shares were to vest upon the achievement of one or more milestones or a change of control of the Issuer. The remaining shares subject to the RSU vested in full upon the Effective Time (as such term is defined in footnote 2).
(2)  On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.
(3)  The Reporting Person will also receive one non-transferable contingent value right for each share held, which will entitle them to receive up to an additional $2.00 per share upon achievement of a milestone.
(4)  The shares subject to this stock option are fully vested.
(5)  The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
(6)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2014 (the "2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
(7)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of May 7, 2014 (the "May 2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the May 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the May 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
(8)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of July 8, 2014 (the "July 2014 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the July 2014 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the July 2014 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
(9)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2015 (the "2015 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2015 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2015 Vesting Commencement Date. The shares subject to this option are fully vested as of the date hereof.
(10)  The shares subject to this option, whether vested or not, were cancelled at the Effective Time without any consideration payable therefor.
(11)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2016 (the "2016 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2016 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2016 Vesting Commencement Date.
(12)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2017 (the "2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2017 Vesting Commencement Date.
(13)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of December 14, 2017 (the "December 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the December 2017 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the December 2017 Vesting Commencement Date.
(14)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2018 (the "2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2018 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2018 Vesting Commencement Date.
(15)  The shares subject to this option shall vest and become exercisable at a rate of 25% of the total number of shares on the one-year anniversary of January 1, 2019 (the "2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2019 Vesting Commencement Date thereafter, for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2019 Vesting Commencement Date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Smith Jeffrey T L
11804 NORTH CREEK PARKWAY SOUTH
BOTHELL, WA 98011


Managing Director

Signatures
/s/ Alan Hambelton, Attorney-in-Fact 10/24/2019
**Signature of Reporting Person Date


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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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