SEC Filing | Aprea Therapeutics

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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^*

ROCKLAGE SCOTT M

(Last)

(First)

(Middle)

535 BOYLSTON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2019

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

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

X	Director	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	12,163	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Common Stock	507	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾

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 B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,913,910	⁽¹⁾	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	79,746	⁽¹⁾	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	492,475	⁽¹⁾	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,519	⁽¹⁾	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. These shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, "Preferred Stock") will automatically be 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. The Preferred Stock has 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 Funds"). The reporting person is a managing member of 5AM Partners IV, LLC and may be deemed to have shared voting and investment power over the shares beneficially owned by the 5AM Funds. The reporting person disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held directly by the 5AM Funds, except to the extent of his pecuniary interest therein.

	/s/ Scott M. Coiante, attorney-in-fact	10/02/2019
	** 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 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).
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 Number.

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Christian S. Schade and Scott M. Coiante, or either of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Aprea Therapeutics, Inc. a Delaware corporation (the "Company"), Forms 3, 4, and 5, including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein at a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this __19___ day of __September_________, 2019.

	/s/ Scott M. Rocklage
	Signature

	Scott M. Rocklage
	Print Name