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
                                                                                  
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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 *

MCGUIRE TERRANCE
2. Issuer Name and Ticker or Trading Symbol

Alector, Inc. [ ALEC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ALECTOR, INC., 131 OYSTER POINT BLVD., SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

6/14/2023
(Street)

SOUTH SAN FRANCISCO, CA 94080
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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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
Common Stock 6/14/2023  A  26250 (1)A$0.00 48567 D  
Common Stock         11853817 I See footnote (2)
Common Stock         26266 I See footnote (3)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $7.71 6/14/2023  A   12360     (4)6/14/2033 Common Stock 12360 $0.00 12360 D  

Explanation of Responses:
(1) The reported shares are represented by restricted stock units, or RSUs, which vest on the earlier of (i) June 14, 2024 or (ii) the date of the Issuer's next annual meeting of stockholders.
(2) 654,463 shares are held by Polaris Venture Partners Founders' Fund VI, L.P. ("PVPFF VI"), 8,589,364 shares are held by Polaris Venture Partners VI (AIV), L.P. ("PVP VI AIV"), 2,111,522 shares are held by Polaris Venture Partners VI (AIV-B), L.P. and 498,468 shares are held by Polaris Venture Partners VI, L.P. ("PVP VI")(collectively, the "Polaris Funds"). As a Managing Member of Polaris Venture Management Co. VI, L.L.C. ("PVM"), the Reporting Person may be deemed to share the power to vote and dispose of the shares held by the Polaris Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Polaris Funds, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his respective pecuniary interest therein.
(3) Shares held by McGuire Family 2008 GST Non-Exempt Irrevocable Trust ("McGuire Family Trust"). The Reporting Person, a member of the Issuer's board of directors, is the donor of McGuire Family Trust and may be deemed to have shared power to vote and dispose of the shares held by McGuire Family Trust.v
(4) The shares subject to the option vest in 12 equal monthly installments beginning on July 14, 2023, provided that the shares subject to the option will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the Issuer's next annual meeting of stockholders.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MCGUIRE TERRANCE
C/O ALECTOR, INC.
131 OYSTER POINT BLVD., SUITE 600
SOUTH SAN FRANCISCO, CA 94080
XX


Signatures
/s/ Marc Grasso, by power of attorney6/15/2023
**Signature of Reporting PersonDate


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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