SEC Filing | Aprea Therapeutics

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ROCKLAGE SCOTT M

(Last)

(First)

(Middle)

535 BOYLSTON STREET

(Street)

BOSTON

02116

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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		1,913,910	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⁾

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			1,913,910	⁽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⁾

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 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	10/07/2019
	** 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).
** 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.