Edgar Filing: Aimmune Therapeutics, 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Longitude Capital Partners II, LLC

2. Issuer Name and Ticker or Trading Symbol
Aimmune Therapeutics, Inc. [AIMT]

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)

800 EL CAMINO REAL, SUITE 220

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(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, $0.0001 par value	11/29/2016		J⁽¹⁾		1,500,000	D	$ 0	6,013,134	I	By Longitude Venture Partners II, L.P. ⁽²⁾
Common Stock, $0.0001 par value	11/29/2016		J⁽¹⁾		7,276	A	$ 0	7,276 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Longitude Capital Partners II, LLC 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025		X
Tammenoms Bakker Juliet 800 EL CAMINO REAL SUITE 220 MENLO PARK, CA 94024		X
Longitude Venture Partners II, L.P. 800 EL CAMINO REAL, SUITE 220 MENLO PARK, CA 94025		X

Signatures

LONGITUDE CAPITAL PARTNERS II, LLC, a Delaware limited liability company By: /s/ Patrick G. Enright, Managing Member		12/01/2016
^**Signature of Reporting Person		Date
/s/ Juliet Tammenoms Bakker		12/01/2016
^**Signature of Reporting Person		Date
LONGITUDE VENTURE PARTNERS II, L.P. By Longitude Capital Partners II, LLC, a Delaware limited liability company, Its General Partner, By: /s/ Patrick G. Enright, Managing Member		12/01/2016
^**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)	Represents a pro rata distribution from Longitude Venture Partners II, L.P. ("Longitude Venture II") to its partners for no consideration. Longitude Capital Partners II, LLC ("Longitude Capital II"), the sole general partner of Longitude Venture II, received a pro rata allocation of the distributed shares in accordance with its ownership, and further distributed its allocation to its managing members.
(2)	This report is filed jointly by Longitude Capital II, Longitude Venture II, and Juliet Tammenoms Bakker, a managing member of Longitude Capital II, with respect to the securities held and transactions effected by Longitude Venture II. Patrick G. Enright, a managing member of Longitude Capital II, currently serves on the Issuer's Board of Directors and files separate reports under Section 16(a) of the Securities Exchange Act of 1934 to report transactions in securities of the Issuer. Each of Longitude Capital II and Ms. Bakker disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.
(3)	Following the pro rata distribution described in Footnote 1, these shares became directly beneficially owned by Ms. Bakker. Neither Longitude Capital II nor Longitude Venture II has voting, investment or dispositive power over any of the shares directly held by Ms. Bakker and disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that Longitude Capital II and Longitude Venture II are the beneficial owners of these shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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