SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HealthCap VII, L.P.

(Last)

(First)

(Middle)

C/O HEALTHCAP VII GP S.A.

18 AVENUE OF D'OUCHY

(Street)

LAUSANNE

CH-1006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [ APRE ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2019

4. If Amendment, Date of 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

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	10/07/2019		C		1,661,382	A	⁽¹⁾	1,671,941	I	See footnote⁽²⁾
Common Stock	10/07/2019		C		427,496	A	⁽¹⁾	2,099,437	I	See footnote⁽²⁾
Common Stock	10/07/2019		P		266,667	A	$15	2,366,104	I	See footnote⁽²⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	10/07/2019		C			1,661,382	⁽¹⁾	⁽¹⁾	Common Stock	1,661,382	⁽¹⁾	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	10/07/2019		C			427,496	⁽¹⁾	⁽¹⁾	Common Stock	427,496	⁽¹⁾	0	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

HealthCap VII, L.P.

(Last)

(First)

(Middle)

C/O HEALTHCAP VII GP S.A.

18 AVENUE OF D'OUCHY

(Street)

LAUSANNE

CH-1006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCap VII GP S.A.

(Last)

(First)

(Middle)

C/O HEALTHCAP VII GP S.A.,

18 AVENUE OF D'OUCHY

(Street)

LAUSANNE

CH-1006

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Immediately prior the closing of the Issuer's initial public offering the shares of preferred stock automatically converted into shares of the common stock. Each share of preferred stock was convertible into shares of common stock at any time at the option of the holder and had no expiration date.

2. The securities are directly held by HealthCap VII L.P. (the "Fund"). HealthCap VII GP S.A. (the "General Partner") is the sole general partner of the Fund. The General Partner disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the General Partner is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ HealthCap VII L.P., By: Louis Rambo, attorney-in-fact	10/07/2019
	/s/ HealthCap VII GP S.A., By: Louis Rambo, attorney-in-fact	10/07/2019
	** 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).
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