SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Panacea Venture Healthcare Fund I, L.P.

(Last)

(First)

(Middle)

C/O KPCB CHINA, UNIT 27 XIN KANG GARDEN

1273 HUAI HAI ZHONG ROAD

(Street)

SHANGHAI

200031

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2018

3. Issuer Name and Ticker or Trading Symbol
WINDTREE THERAPEUTICS INC /DE/ [ WINT ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,527,345	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series F Warrants	12/21/2018	06/21/2020	Common Stock	769,649	$3.68	D⁽¹⁾
Series G Warrants	12/21/2018	12/21/2023	Common Stock	1,494,024	$4.05	D⁽¹⁾
Series D Warrants	01/02/2019	07/02/2023	Common Stock	187,500	$4	I⁽²⁾	See Footnote (2)

Explanation of Responses:

1. These securities of the Issuer are directly held by Panacea Venture Healthcare Fund I, L.P. Panacea Venture Healthcare Fund GP I, L.P. is the general partner of Panacea Venture Healthcare Fund I, L.P. Panacea Venture Healthcare Fund GP Company, Ltd. is the general partner of Panacea Venture Healthcare Fund GP I, L.P. Huang Zuie-Chin and Hai Mi are the directors of Panacea Venture Healthcare Fund GP Company, Ltd. By virtue of these relationships, Panacea Venture Healthcare Fund GP I, L.P., Panacea Venture Healthcare Fund GP Company, Ltd., Huang Zuie-Chin and Hai Mi each may be deemed to indirectly beneficially own the securities held by Panacea Venture Healthcare Fund I, L.P., however each disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.

2. These securities of the Issuer are directly held by Panacea Venture Management Company Ltd. Huang Zuie-Chin and Hai Mi are the directors of Panacea Venture Healthcare Fund GP Company, Ltd. By virtue of these relationships, Huang Zuie-Chin and Hai Mi may be deemed to indirectly beneficially own the securities held by Panacea Venture Management Company Ltd., however each disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

	/s/ James Huang as director	12/31/2018
	** 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 5 (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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