Edgar Filing: ADURO BIOTECH, INC.

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 ^*

Rogers John E. and Lois A.

2. Issuer Name and Ticker or Trading Symbol
ADURO BIOTECH, INC. [ADRO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2015		C		18,949	A	⁽¹⁾	18,949	I	By Lisa M. Rogers ⁽²⁾
Common Stock	04/20/2015		C		7,200	A	⁽¹⁾	26,149	I	By Lisa M. Rogers ⁽²⁾
Common Stock	04/20/2015		C		18,949	A	⁽¹⁾	18,949	I	By Michael J. Rogers ⁽³⁾
Common Stock	04/20/2015		C		7,200	A	⁽¹⁾	26,149	I	By Michael J. Rogers ⁽³⁾
Common Stock	04/20/2015		C		18,949	A	⁽¹⁾	18,949	I	By Molly Rogers ⁽⁴⁾
Common Stock	04/20/2015		C		7,200	A	⁽¹⁾	26,149	I	By Molly Rogers ⁽⁴⁾
Common Stock	04/20/2015		P		10,000	A	$ 17	36,149	I	By Molly Rogers ⁽⁴⁾
Common Stock	04/20/2015		C		18,949	A	⁽¹⁾	18,949	I	By Peter Rogers ⁽⁵⁾
Common Stock	04/20/2015		C		7,200	A	⁽¹⁾	26,149	I	By Peter Rogers ⁽⁵⁾
Common Stock	04/20/2015		P		7,500	A	$ 17	33,649	I	By Peter Rogers ⁽⁵⁾
Common Stock	04/20/2015		C		18,949	A	⁽¹⁾	18,949	I	By Sara Rogers ⁽⁶⁾
Common Stock	04/20/2015		C		7,200	A	⁽¹⁾	26,149	I	By Sara Rogers ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Preferred Stock

⁽¹⁾

04/20/2015

18,949

⁽¹⁾

Common Stock

18,949

$ 0

By Lisa M. Rogers ⁽²⁾

Series D Preferred Stock

⁽¹⁾

04/20/2015

7,200

⁽¹⁾

Common Stock

7,200

$ 0

By Lisa M. Rogers ⁽²⁾

Series C Preferred Stock

⁽¹⁾

04/20/2015

18,949

⁽¹⁾

Common Stock

18,949

$ 0

By Michael J. Rogers ⁽³⁾

Series D Preferred Stock

⁽¹⁾

04/20/2015

7,200

⁽¹⁾

Common Stock

7,200

$ 0

By Michael J. Rogers ⁽³⁾

Series C Preferred Stock

⁽¹⁾

04/20/2015

18,949

⁽¹⁾

Common Stock

18,949

$ 0

By Molly Rogers ⁽⁴⁾

Series D Preferred Stock

⁽¹⁾

04/20/2015

7,200

⁽¹⁾

Common Stock

7,200

$ 0

By Molly Rogers ⁽⁴⁾

Series C Preferred Stock

⁽¹⁾

04/20/2015

18,949

⁽¹⁾

Common Stock

18,949

$ 0

By Peter Rogers ⁽⁵⁾

Series D Preferred Stock

⁽¹⁾

04/20/2015

7,200

⁽¹⁾

Common Stock

7,200

$ 0

By Peter Rogers ⁽⁵⁾

Series C Preferred Stock

⁽¹⁾

04/20/2015

18,949

⁽¹⁾

Common Stock

18,949

$ 0

By Sara Rogers ⁽⁶⁾

Series D Preferred Stock

⁽¹⁾

04/20/2015

7,200

⁽¹⁾

Common Stock

7,200

$ 0

By Sara Rogers ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rogers John E. and Lois A. 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 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 securities are held by Lisa M. Rogers, over which John E. Rogers exercises voting control.
(3)	The securities are held by Michael J. Rogers, over which John E. Rogers exercises voting control.
(4)	The securities are held by Molly Rogers, over which John E. Rogers exercises voting control.
(5)	The securities are held by Peter Rogers, over which John E. Rogers exercises voting control.
(6)	The securities are held by Sara Rogers, over which John E. Rogers exercises voting control.
Remarks: This is the second of two Forms 4 filed by the reporting person on the same date, April 22, 2015.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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