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*
Venrock Associates VI, L.P.

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2014
3. Issuer Name and Ticker or Trading Symbol
Avalanche Biotechnologies, Inc. [ AAVL ]
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 B Preferred Stock(1) (2) (3) Common Stock 1,965,471(4) 0 I By Funds(5)
1. Name and Address of Reporting Person*
Venrock Associates VI, L.P.

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Partners VI, L.P.

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Management VI, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Partners Management VI, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VENROCK HEALTHCARE CAPITAL PARTNERS LP

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VHCP Co-Investment Holdings, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VHCP Management, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROBERTS BRYAN E

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hove Anders D

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVE.

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series B Preferred Stock will automatically convert on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering.
2. The securities are immediately convertible.
3. The expiration date is not relevant to the conversion of these securities.
4. Venrock Associates VI, L.P. ("VA6") holds an aggregate of 911,193 shares, Venrock Partners VI, L.P. ("VP6") holds an aggregate of 71,543 shares, Venrock Healthcare Capital Partners, L.P. ("VHCP") holds an aggregate of 830,805 shares and VHCP Co-Investment Holdings, LLC ("Co-Invest") holds an aggregate of 151,930 shares.
5. Venrock Management VI, LLC, Venrock Partners Management VI, LLC and VHCP Management, LLC (collectively, the "Venrock GP Entities") are the sole general partners or manager, as applicable, of VA6, VP6, VHCP and Co-Invest (collectively, the "Funds"), respectively, and have voting and investment power over the shares held by the Funds. Bryan Roberts and Anders Hove are the managing members of VHCP Management, LLC and may be deemed to beneficially own the shares held by VHCP and Co-Invest. Each of the Venrock GP Entities and Drs. Roberts and Hove disclaims beneficial ownership of the shares held by the Funds, except to the extent of their respective indirect pecuniary interests therein.
Remarks:
/s/ David L. Stepp, Authorized Signatory 07/30/2014
/s/ David L. Stepp, as attorney in fact 07/30/2014
/s/ David L. Stepp, as attorney in fact 07/30/2014
** 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).
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