10/15/2026 | Press release | Distributed by Public on 10/15/2026 14:05
|
FORM 4
|
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) | ||
|
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 | ||||||||
| Employee Stock Option (right to buy) | $8.16 | 10/13/2026 | D | 500,000 | (6) | 07/01/2028 | Common Stock | 500,000 | (7)(8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.87 | 10/13/2026 | A | 500,000 | (6) | 07/01/2028 | Common Stock | 500,000 | (7)(8) | 500,000 | D | ||||
| Employee Stock Option (right to buy) | $10.14 | 10/13/2026 | D | 275,000 | (6) | 11/05/2028 | Common Stock | 275,000 | (7)(8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.87 | 10/13/2026 | A | 275,000 | (6) | 11/05/2028 | Common Stock | 275,000 | (7)(8) | 275,000 | D | ||||
| Employee Stock Option (right to buy) | $17.15 | 10/13/2026 | D | 520,000 | (6) | 11/05/2029 | Common Stock | 520,000 | (7)(8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.87 | 10/13/2026 | A | 520,000 | (6) | 11/05/2029 | Common Stock | 520,000 | (7)(8) | 520,000 | D | ||||
| Employee Stock Option (right to buy) | $10.24 | 10/13/2026 | D | 457,038 | (6) | 09/30/2030 | Common Stock | 457,038 | (7)(8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.87 | 10/13/2026 | A | 457,038 | (6) | 09/30/2030 | Common Stock | 457,038 | (7)(8) | 457,038 | D | ||||
| Employee Stock Option (right to buy) | $23.7 | 10/13/2026 | D | 417,213 | (6) | 09/30/2031 | Common Stock | 417,213 | (7)(8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.87 | 10/13/2026 | A | 417,213 | (6) | 09/30/2031 | Common Stock | 417,213 | (7)(8) | 417,213 | D | ||||
| Employee Stock Option (right to buy) | $9.46 | 10/13/2026 | D | 119,446 | (6) | 09/30/2032 | Common Stock | 119,446 | (7)(8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.87 | 10/13/2026 | A | 119,446 | (6) | 09/30/2032 | Common Stock | 119,446 | (7)(8) | 119,446 | D | ||||
| Employee Stock Option (right to buy) | $6.48 | 10/13/2026 | D | 132,500 | (9) | 09/30/2033 | Common Stock | 132,500 | (7)(8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.87 | 10/13/2026 | A | 132,500 | (9) | 09/30/2033 | Common Stock | 132,500 | (7)(8) | 132,500 | D | ||||
| Employee Stock Option (right to buy) | $1.88 | 10/14/2026 | A | 978,750 | (10) | 10/13/2036 | Common Stock | 978,750 | $ 0 | 978,750 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Rosenthal Arnon C/O ALECTOR, INC. 131 OYSTER POINT BLVD., SUITE 600 SOUTH SAN FRANCISCO, CA 94080 |
X | Chief Executive Officer | ||
| /s/ Grace Wong-Sarad, by power of attorney | 10/15/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | The reported shares are represented by restricted stock units, or RSUs, which vest in 12 equal quarterly installments beginning on December 1, 2026. |
| (2) | The reported securities are held directly by The Rosenthal Family Revocable Trust Dated November 4, 1994, as restated on June 9, 1999, for which the Reporting Person serves as trustee. |
| (3) | The reported securities are held directly by the Adi Rosenthal 2007 Trust dated March 27, 2007, for which the Reporting Person serves as trustee. |
| (4) | The reported securities are held directly by the Noam Rosenthal 2007 Trust dated March 27, 2007, for which the Reporting Person serves as trustee. |
| (5) | The reported securities are held directly by the Shani Rosenthal 2007 Trust dated March 27, 2007, for which the Reporting Person serves as trustee. |
| (6) | The shares subject to the option are fully vested and immediately exercisable. |
| (7) | The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on October 13, 2026 (the "Effective Date"). The Option Repricing applies to stock options with exercise prices greater than $1.87 per share held by all continuing employees of the Issuer as of the Effective Date. |
| (8) | Pursuant to the Option Repricing, the exercise price of the repriced options, including the reported option, has been amended to reduce the exercise price to $1.87 per share, the closing price of the Issuer's common stock on the Effective Date. However, if an employee exercises a repriced Eligible Option before the end of a "Retention Period" that begins on the Effective Date of the Option Repricing and ends on the earliest to occur of the following: (i) one year following the Effective Date; (ii) a Change in Control, as defined in the Issuer's 2019 Equity Incentive Plan, as amended (the "2019 Plan"); and (iii) the optionholder's death or Disability (as defined in the 2019 Plan), then the employee will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. There was no change to the vesting schedules, expiration dates or number of shares underlying the repriced options. |
| (9) | Shares subject to the option vest in 48 equal monthly installments beginning on November 1, 2023. |
| (10) | Shares subject to the option vest in 48 equal monthly installments beginning on November 13, 2026. |