Sec Form 4 Filing - Novo A/S @ ANAPTYSBIO INC - 2017-01-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Novo A/S 2. Issuer Name and Ticker or Trading Symbol ANAPTYSBIO INC [ ANAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TUBORG HAVNEVEJ 19 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2017 (Street) HELLERUP, G72900 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/31/2017 C 1,428,571 A 1,428,571 D Common Stock 01/31/2017 C 486,820 A 1,915,391 D Common Stock 01/31/2017 C 312,986 A 2,228,377 D Common Stock 01/31/2017 C 673,454 A 2,901,831 D Common Stock 01/31/2017 X 81,673 ( 2 ) A 2,983,504 D Common Stock 01/31/2017 P 50,000 ( 3 ) A $ 15 3,033,504 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Preferred Stock ( 1 ) 01/31/2017 C 1,428,571 ( 1 ) ( 1 ) Common Stock 1,428,571 $ 0 0 D Series C Preferred Stock ( 1 ) 01/31/2017 C 486,820 ( 1 ) ( 1 ) Common Stock 486,820 $ 0 0 D Series C-1 Preferred Stock ( 1 ) 01/31/2017 C 312,986 ( 1 ) ( 1 ) Common Stock 312,986 $ 0 0 D Series D Preferred Stock ( 1 ) 01/31/2017 C 673,454 ( 1 ) ( 1 ) Common Stock 673,454 $ 0 0 D Series C Preferred Stock Warrant (Right to Buy) $ 4.55 01/31/2017 X 117,235 ( 2 ) 11/04/2018 Common Stock 117,235 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Novo A/S TUBORG HAVNEVEJ 19 HELLERUP, G72900 X Signatures /s/ Peter Haahr, Chief Financial Officer of Novo A/S 01/31/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock (the "Preferred Stock") had no expiration date and was convertible at any time at the holder's election. Immediately prior to the closing of the Issuer's initial public offering (the "IPO Closing"), the Preferred Stock automatically converted on a one-for-one basis for no additional consideration into common stock. ( 2 )Immediately prior to the IPO Closing, the warrant became exercisable for shares of common stock. The shares acquired upon exercise of the warrant were acquired through a net exercise procedure in accordance with the terms of the warrant and did not involve any sale of shares. All shares received upon such exercise are subject to a lock-up agreement between the Reporting Person and the underwriters. ( 3 )Represents a purchase from the underwriters in the Issuer's initial public offering.

Remarks: Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.

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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