Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] 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 * Azelby Robert	2. Issuer Name and Ticker or Trading Symbol ALDER BIOPHARMACEUTICALS INC [ ALDR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) 11804 NORTH CREEK PARKWAY SOUTH	3. Date of Earliest Transaction (MM/DD/YYYY) 10/22/2019
(Street) BOTHELL, WA 98011 (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

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)	$16.20	10/22/2019 (1)		D			1000000	(2)(3)	6/12/2028	Common Stock	1000000	$0.00	0	D
Stock Option (Right to Buy)	$14.00	10/22/2019 (1)		D			505000	(3)(4)	2/5/2029	Common Stock	505000	$0.00	0	D
Restricted Stock Units	(5)	10/22/2019 (1)		D			15000	(6)(7)	(6)	Common Stock	15000	$0.00	0	D
Stock Option (Right to Buy)	$16.20	10/22/2019 (1)		D			150000	4/23/2019 (3)(8)	6/12/2028	Common Stock	150000	$0.00	0	D

Explanation of Responses:
(1)	On September 16, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with H. Lundbeck A/S ("Lundbeck"), Lundbeck LLC and Violet Acquisition Corp., a wholly owned subsidiary of Lundbeck ("Purchaser"). On October 22, 2019 (the "Effective Time"), Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer being the surviving corporation and becoming a wholly-owned subsidiary of Lundbeck.
(2)	The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 13, 2018 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.
(3)	The shares subject to this option, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to (A) the excess, if any of (x) $18.00 over (y) the Exercise Price per share listed in Column 2 of Table II of this Form 4, multiplied by (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this option, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
(4)	The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 1, 2019 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.
(5)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
(6)	Subject to the Reporting Person providing continuous service to the Issuer, 25% of the shares subject to the RSU shall vest on each annual anniversary of January 1, 2019.
(7)	The shares subject to this RSU, whether or not vested, were cancelled and converted into the right to receive both (i) a cash payment equal to the product of (A) $18.00 and (B) the total number of shares listed in Column 5 of Table II of this Form 4, and (ii) one non-transferable contingent value right for each share subject to this RSU, which represents the contractual right to receive up to an additional $2.00 per share upon achievement of a milestone.
(8)	On June 13, 2018, the Reporting Person was granted an option to purchase 150,000 shares of Issuer's Common Stock (the "Option"). The Option vests upon obtaining acceptance by the U.S. Food and Drug Administration (or any successor entity thereto) (the "FDA") of the first Biologics License Application submitted to the FDA by the Company or an affiliate seeking approval for the commercial sale and marketing of eptinezumab in the United States for review and certification by the Issuer's Compensation Committee that the achievement of such milestone had been achieved (the "FDA Filing Milestone"). On April 23, 2019, the Issuer's Compensation Committee certified that the FDA Milestone had been achieved, resulting in the vesting of 150,000 shares subject to the Option.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Azelby Robert 11804 NORTH CREEK PARKWAY SOUTH BOTHELL, WA 98011	X		President and CEO

Signatures
/s/ Alan Hambelton, Attorney-in-Fact		10/24/2019
**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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