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*
5AM Ventures IV, L.P.

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(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)
Code V Amount (A) or (D) Price
Common Stock 10/07/2019 C 1,913,910 A (1) 1,926,073 I(2)(4) See footnotes(2)(4)
Common Stock 10/07/2019 C 79,746 A (1) 80,253 I(3)(4) See footnotes(3)(4)
Common Stock 10/07/2019 C 492,475 A (1) 2,418,548 I(2)(4) See footnotes(2)(4)
Common Stock 10/07/2019 C 20,519 A (1) 100,772 I(3)(4) See footnotes(3)(4)
Common Stock 10/07/2019 P 333,333 A $15 333,333 I(5)(6) See footnotes(5)(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 10/07/2019 C 1,913,910 (1) (1) Common Stock 1,913,910 (1) 0 I(2)(4) See footnotes(2)(4)
Series B Convertible Preferred Stock (1) 10/07/2019 C 79,746 (1) (1) Common Stock 79,746 (1) 0 I(3)(4) See footnotes(3)(4)
Series C Convertible Preferred Stock (1) 10/07/2019 C 492,475 (1) (1) Common Stock 492,475 (1) 0 I(2)(4) See footnotes(2)(4)
Series C Convertible Preferred Stock (1) 10/07/2019 C 20,519 (1) (1) Common Stock 20,519 (1) 0 I(3)(4) See footnotes(3)(4)
1. Name and Address of Reporting Person*
5AM Ventures IV, L.P.

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Co-Investors IV, L.P.

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Partners IV, LLC

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Opportunities I, L.P.

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Opportunities I (GP), LLC

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DIEKMAN JOHN D

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Schwab Andrew J.

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PARMAR KUSH

(Last) (First) (Middle)
501 2ND STREET, SUITE 350

(Street)
SAN FRANCISCO CA 94107

(City) (State) (Zip)
Explanation of Responses:
1. These shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, "Preferred Stock") automatically converted into shares of the Issuer's Common Stock ("Common Stock"), on a 1-for-1 basis, immediately prior to the completion of the Issuer's initial public offering for no additional consideration. The Preferred Stock had no expiration date.
2. Shares are held directly by 5AM Ventures IV, L.P.
3. Shares are held directly by 5AM Co-Investors IV, L.P.
4. 5AM Partners IV, LLC is the sole general partner of each of 5AM Ventures IV, L.P. and 5AM Co-Investors IV, L.P. (collectively, the "5AM IV Funds"). Dr. John D. Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are managing members of 5AM Partners IV, LLC and may be deemed to have shared voting and investment power over the shares beneficially owned by the 5AM IV Funds. Each of 5AM Partners IV, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held directly by the 5AM IV Funds, except to the extent of its or his pecuniary interest therein.
5. Shares are held directly by 5AM Opportunities I, L.P. ("Opportunities"), which is under common control with the 5AM IV Funds. The 5AM IV Funds and Opportunities expressly disclaim status as a "group" for purposes of this Form 4.
6. 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Kush Parmar are managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP, Mr. Schwab and Mr. Parmar disclaims beneficial ownership of the shares of Common Stock held directly by Opportunities, except to the extent of its or his pecuniary interest therein.
5AM VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member 10/09/2019
5AM CO-INVESTORS IV, L.P. By: 5AM Partners IV, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member 10/09/2019
5AM PARTNERS IV, LLC By: /s/ Scott M. Rocklage Managing Member 10/09/2019
5AM OPPORTUNITIES I, L.P. By: 5AM Opportunities I (GP), LLC, its General Partner By: /s/ Kush Parmar Managing Member 10/09/2019
5AM OPPORTUNITIES I (GP), LLC By: /s/ Kush Parmar Managing Member 10/09/2019
/s/ John D. Diekman 10/09/2019
/s/ Andrew J. Schwab 10/09/2019
/s/ Kush Parmar 10/09/2019
** 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).
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