FORM 4
[ ] 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 *

Conner Edward R.
2. Issuer Name and Ticker or Trading Symbol

Audentes Therapeutics, Inc. [ BOLD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Chief Medical Officer
(Last)          (First)          (Middle)

C/O AUDENTES THERAPEUTICS, INC., 600 CALIFORNIA STREET, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

7/15/2019
(Street)

SAN FRANCISCO, CA 94108
(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   7/15/2019     A    30000   (1) A $0.00   30000   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)   $36.08   7/15/2019     A      90000         (2) 7/15/2029   Common Stock   90000   $0.00   90000   D    

Explanation of Responses:
(1)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's Common Stock upon settlement for no consideration. The RSUs will vest as to 25% of the award on September 5, 2020, and then 6.25% of the RSUs will vest quarterly thereafter on each of December 5, March 5, June 5, and September 5 of a given calendar year, such that the RSUs are fully vested on September 5, 2023, subject to the Reporting Person's provision of services to the issuer on each vesting date. Shares of the issuer's Common Stock will be delivered to the Reporting Person following vesting.
(2)  The options will vest as to 25% of the total shares on July 15, 2020, and then 2.0833% of the shares will vest monthly thereafter such that the option is fully vested on July 15, 2023, subject to the Reporting Person's provision of service to the issuer on each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Conner Edward R.
C/O AUDENTES THERAPEUTICS, INC.
600 CALIFORNIA STREET, 17TH FLOOR
SAN FRANCISCO, CA 94108


SVP, Chief Medical Officer

Signatures
/s/ Mark Meltz, as Attorney-in-Fact for Edward R. Conner 7/17/2019
** 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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