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^*

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. 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)

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)

	Form filed by One Reporting Person
X	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	10,559	I	See footnote⁽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 B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,661,382	⁽²⁾	I	See footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	427,496	⁽²⁾	I	See footnote⁽¹⁾

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)

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)

Explanation of Responses:

1. 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. Johan Christenson has an interest in HCSA and is an employee of HealthCap VII Advisor AB. Each of the General Partner and Dr. Christenson disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that the General Partner or Dr. Christenson is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

2. Each share of preferred stock may be converted at any time, at the option of the holder, into a share of common stock. The preferred stock will automatically convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney

	/s/ HealthCap VII L.P., By: Louis Rambo, attorney-in-fact	10/02/2019
	/s/ HealthCap VII GP S.A., By: Louis Rambo, 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

                         LIMITED POWER OF ATTORNEY FOR
                         SECTION 16 REPORTING PURPOSES

		Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Ulf Soderholm, Anthony Drenzek, and Louis
Rambo, acting individually, as the undersigned's true and lawful attorney-in-
fact, with full power and authority as hereinafter described on behalf of and in
the name, place and stead of the undersigned to:

		(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a stockholder of officer and/or director of Aprea Therapeutics, Inc.
(the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

		(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;

		(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4 or 5, and any amendments thereto, and timely file such Forms with the
United States Securities and Exchange Commission (the "Commission"), the Nasdaq
Stock Market and any stock exchange or similar authority as considered necessary
or advisable under Section 16(a) of the Exchange Act (including, without
limitation, executing and delivering a Form ID to the Commission to obtain EDGAR
filing codes); 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 Limited 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 sole discretion.

		The undersigned hereby gives and 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 shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.

		The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent verification of such
information; (c) any documents prepared and/or executed by any attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall be
in such form and shall contain such information and disclosure as such attorney-
in-fact, in his or her sole discretion, deems necessary or advisable; (d)
neither the Company nor any attorney-in-fact assumes (i) any liability for the
undersigned's responsibility to comply with the requirements of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and (e) this Limited Power
of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned's obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 16 of the Exchange Act.

		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 revoked as to any attorney-in-fact by the undersigned
in a signed writing delivered to such attorney-in-fact.

		IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of October, 2019.


                                              HEALTHCAP VII L.P.
By its general partner HealthCap VII GP SA

                                              By:    /s/ Dag Richter
                                              Name:  Dag Richter
                                              Title: Director

                                              By:    /s/ Fabrice Bernhard
                                              Name:  Fabrice Bernhard
                                              Title: General Manager

                                                                      EXHIBIT 24

                         LIMITED POWER OF ATTORNEY FOR
                         SECTION 16 REPORTING PURPOSES

		Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Ulf Soderholm, Anthony Drenzek, and Louis
Rambo, acting individually, as the undersigned's true and lawful attorney-in-
fact, with full power and authority as hereinafter described on behalf of and in
the name, place and stead of the undersigned to:

		(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a stockholder of officer and/or director of Aprea Therapeutics, Inc.
(the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

		(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;

		(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to prepare, complete and execute any such
Form 3, 4 or 5, and any amendments thereto, and timely file such Forms with the
United States Securities and Exchange Commission (the "Commission"), the Nasdaq
Stock Market and any stock exchange or similar authority as considered necessary
or advisable under Section 16(a) of the Exchange Act (including, without
limitation, executing and delivering a Form ID to the Commission to obtain EDGAR
filing codes); 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 Limited 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 sole discretion.

		The undersigned hereby gives and 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 shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted.

		The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent verification of such
information; (c) any documents prepared and/or executed by any attorney-in-fact
on behalf of the undersigned pursuant to this Limited Power of Attorney shall be
in such form and shall contain such information and disclosure as such attorney-
in-fact, in his or her sole discretion, deems necessary or advisable; (d)
neither the Company nor any attorney-in-fact assumes (i) any liability for the
undersigned's responsibility to comply with the requirements of the Exchange
Act, (ii) any liability of the undersigned for any failure to comply with such
requirements, or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and (e) this Limited Power
of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned's obligations under the Exchange Act, including, without
limitation, the reporting requirements under Section 16 of the Exchange Act.

		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 revoked as to any attorney-in- fact by the undersigned
in a signed writing delivered to such attorney-in-fact.

		IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of October, 2019.


                                        HEALTHCAP VII GP SA

                                        By:     /s/ Dag Richter
                                        Name:	Dag Richter
                                        Title:	Director

                                        By:     /s/ Fabrice Bernhard
                                        Name:	Fabrice Bernhard
                                        Title:	General Manager