13D Filing: Redmile Group and Alder Biopharmaceuticals Inc (ALDR)

If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o

NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
§13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.

The
information required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see
the Notes).

CUSIP No.: 014339105

(1) The source of funds was working capital of the entities for
which Redmile Group, LLC is the investment manager/adviser listed in items (i)
through (viii) of footnote (2) below.

(2) The aggregate amount of shares of common stock, $0.001 par value
per share, of the Issuer (the “Common Stock”) beneficially owned by the
Reporting Persons is comprised of the following: (i) 1,062,676 shares of Common
Stock and 46,596 shares of the Issuer’s non-voting Class A-1 Convertible Preferred Stock (“Class A-1
Preferred Stock”) held by Redmile Capital Fund, LP, (ii) 262,671 shares of Common
Stock and 204,772 shares of Class A-1 Preferred Stock held by Redmile Capital
Offshore Fund II, Ltd., (iii) 154,403 shares of Common Stock and 7,594 shares
of Class A-1 Preferred Stock held by Redmile Capital Offshore Fund (ERISA),
Ltd., (iv) 2,129,754 shares of Common Stock and 95,210 shares of Class A-1
Preferred Stock held by Redmile Capital Offshore Fund, Ltd., (v) 47,400 shares
of Common Stock and 112,847 shares of Class A-1 Preferred Stock held by Redmile
Strategic Master Fund, LP, (vi) 2,143,630 shares of Common Stock and 258,249
shares of Class A-1 Preferred Stock held by MM LS Opportunities Master Fund,
L.P., (vii) 434,439 shares of Common Stock held by Map 20 Segregated Portfolio,
a segregated portfolio of LMA SPC, and (viii) 270,793 shares of Common Stock held
by P Redmile Ltd. Redmile Group, LLC is the investment manager/adviser to each
of the private investment vehicles and separately managed accounts listed in items
(i) through (viii) and, in such capacity, exercises sole voting and investment
power over all of the shares held by such vehicles and accounts and may be
deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the
managing member of Redmile Group, LLC and also may be deemed to be the
beneficial owner of these shares. Redmile Group, LLC and Mr. Green each
disclaim beneficial ownership of these shares, except to the extent of its or
his pecuniary interest in such shares, if any. The Class A-1 Preferred Stock is
initially convertible into shares of Common Stock on a one-for-ten basis.
Pursuant to the Certificate of Designation of Preferences, Rights and
Limitations of Class A-1 Convertible Preferred Stock (the “Certificate of
Designation”), the Issuer may not effect any conversion of the Class A-1
Preferred Stock, and a holder of the Class A-1 Preferred Stock does not have
the right to convert any portion of the Class A-1 Preferred Stock held by such
holder, to the extent that, after giving effect to the conversion set forth in
a notice of conversion, such conversion would result in such holder, together
with such holder’s affiliates, and any persons acting as a group together with
such holder or affiliates, beneficially owning in excess of the Beneficial
Ownership Limitation. The “Beneficial Ownership Limitation” is 9.99% of
the shares of Common Stock then issued and outstanding, which percentage may be
changed at a holder’s election upon 61 days’ notice to the Issuer. The 6,807,876
shares of Common Stock reported as beneficially owned by the Reporting Persons in
this Schedule 13D represents 9.99% of the outstanding shares of Common Stock
(calculated in accordance with footnote (3) below).

(3) Percent of class calculated based on an aggregate of 67,844,820 shares
of Common Stock issued and outstanding as of February 21, 2018, as reported by
the Issuer in its Annual Report on Form 10-K for the year ended December 31,
2017 filed with the Securities and Exchange Commission (“SEC”) on February
26, 2018 (the “Form 10-K”), plus 302,110 shares of Common Stock issuable
upon conversion of 30,211 shares of Class A-1 Preferred Stock, which, due to
the Beneficial Ownership Limitation, is the maximum number of shares of Class
A-1 Preferred Stock that could be converted to Common Stock as of February 21,
2018.