Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Haghighat Ross
  2. Issuer Name and Ticker or Trading Symbol
ADURO BIOTECH, INC. [ADRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ADURO BIOTECH, INC., 626 BANCROFT WAY, 3C
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2015
(Street)

BERKELEY, CA 94710
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 04/20/2015   C   206 A (1) 14,762 D  
Common Stock 04/20/2015   C   5,562 A (1) 12,162 I By Turnpike Properties, LLC (2)
Common Stock 04/20/2015   C   1,908 A (1) 4,172 I By Triton Holdings LLC (3)
Common Stock 04/20/2015   C   72,000 A (1) 76,172 I By Triton Holdings LLC (3)
Common Stock 04/20/2015   C   202,039 A (1) 278,211 I By Triton Holdings LLC (3)
Common Stock 04/20/2015   C   68,559 A (1) 346,770 I By Triton Holdings LLC (3)
Common Stock 04/20/2015   C   26,637 A (1) 373,407 I By Triton Holdings LLC (3)
Common Stock 04/20/2015   C   8,480 A (1) 18,544 I By Triton Systems, Inc. (4)
Common Stock 04/20/2015   C   249,302 A (1) 267,846 I By Triton Systems, Inc. (4)
Common Stock 04/20/2015   C   477,617 A (1) 745,463 I By Triton Systems, Inc. (4)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Series A Preferred Stock (1) 04/20/2015   C     206   (1)   (1) Common Stock 206 (5) $ 0 0 D  
Series A Preferred Stock (1) 04/20/2015   C     5,562   (1)   (1) Common Stock 5,562 (5) $ 0 0 I By Turnpike Properties, LLC (2)
Series A Preferred Stock (1) 04/20/2015   C     8,480   (1)   (1) Common Stock 8,480 (5) $ 0 0 I By Triton Systems, Inc. (4)
Series A Preferred Stock (1) 04/20/2015   C     1,908   (1)   (1) Common Stock 1,908 (5) $ 0 0 I By Triton Holdings LLC (3)
Series A-1 Preferred Stock (1) 04/20/2015   C     249,302   (1)   (1) Common Stock 249,302 (5) $ 0 0 I By Triton Systems, Inc. (4)
Series A-1 Preferred Stock (1) 04/20/2015   C     72,000   (1)   (1) Common Stock 72,000 (5) $ 0 0 I By Triton Holdings LLC (3)
Series B Preferred Stock (1) 04/20/2015   C     477,617   (1)   (1) Common Stock 477,617 $ 0 0 I By Triton Systems, Inc. (4)
Series B Preferred Stock (1) 04/20/2015   C     202,039   (1)   (1) Common Stock 202,039 $ 0 0 I By Triton Holdings LLC (3)
Series C Preferred Stock (1) 04/20/2015   C     68,559   (1)   (1) Common Stock 68,559 $ 0 0 I By Triton Holdings LLC (3)
Series D Preferred Stock (1) 04/20/2015   C     26,637   (1)   (1) Common Stock 26,637 $ 0 0 I By Triton Holdings LLC (3)
Series B Preferred Stock Warrant (right to buy) $ 1.1937 04/20/2015   D(6)     3,373 04/15/2011 04/15/2016 Series B Preferred Stock 2,428 $ 0 0 I By Triton Systems, Inc. (4)
Common Stock Warrant (right to buy) $ 1.66 04/20/2015   A(6)   2,428   04/15/2011 04/15/2016 Common Stock 2,428 $ 0 2,428 I By Triton Systems, Inc. (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Haghighat Ross
C/O ADURO BIOTECH, INC.
626 BANCROFT WAY, 3C
BERKELEY, CA 94710
  X      

Signatures

 /s/ Jennifer Lew, Attorney-in-Fact   04/22/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock automatically converted into 0.72 of a share of common stock immediately prior to the closing of the Issuer's initial public offering, and has no expiration date.
(2) The shares are held by Turnpike Properties, LLC, over which the Reporting Person exercises voting and dispositive control.
(3) The shares are held by Triton Holdings LLC, over which the Reporting Person exercises voting and dispositive control.
(4) The shares are held by Triton Systems, Inc., over which the Reporting Person exercises voting and dispositive control.
(5) Reflects 0.72-for-1 reverse stock split which became effective on April 1, 2015.
(6) Pursuant to the terms of the Series B Preferred Stock Warrant (the "Old Warrant"), effective upon conversion of all outstanding shares of Series B Preferred Stock of the Issuer, the Old Warrant converts into a Warrant to purchase shares of Common Stock of the Issuer (the "New Warrant"). The two transactions reported in Table II above show the cancellation of the Old Warrant and acquisition of the New Warrant in connection with the automatic conversion of the Series B Preferred Stock into 0.72 of a share of common stock immediately prior to the closing of the Issuer's initial public offering.

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