Sec Form 3 Filing - AH Equity Partners Bio II, L.L.C. @ Nautilus Biotechnology, Inc. - 2021-06-09

FORM 3 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 AH Equity Partners Bio II, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Nautilus Biotechnology, Inc. [ NAUT] 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) 2865 SAND HILL ROAD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2021 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 16,298,006 I By AH Bio Fund II, L.P. ( 1 ) ( 2 ) Common Stock 1,355,911 I By Andreessen Horowitz LSV Fund II, L.P. ( 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AH Equity Partners Bio II, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz LSV Fund II, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Bio Fund II, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz LSV Fund II-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Bio Fund II-B, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X AH Equity Partners LSV II, L.L.C. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Andreessen Horowitz LSV Fund II-Q, L.P. 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Andreessen Marc L 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X HOROWITZ BENJAMIN A 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA94025 X Signatures Andreessen Horowitz LSV Fund II, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 06/09/2021 Signature of Reporting Person Date Andreessen Horowitz LSV Fund II-Q, L.P., By: AH Equity Partners LSV II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 06/09/2021 Signature of Reporting Person Date Andreessen Horowitz LSV Fund II-B, L.P., By: AH Equity Partners LSV II, L.L.C., Its General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 06/09/2021 Signature of Reporting Person Date AH Equity Partners LSV II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 06/09/2021 Signature of Reporting Person Date AH Bio Fund II, L.P., By: AH Equity Partners Bio II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 06/09/2021 Signature of Reporting Person Date AH Bio Fund II-B, L.P., By: AH Equity Partners Bio II, L.L.C., Its: General Partner, By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 06/09/2021 Signature of Reporting Person Date AH Equity Partners Bio II, L.L.C., By: /s/ Scott Kupor, Scott Kupor, Chief Operating Officer 06/09/2021 Signature of Reporting Person Date /s/ Scott Kupor, Attorney-in-Fact for Marc L. Andreessen 06/09/2021 Signature of Reporting Person Date /s/ Scott Kupor, Attorney-in-Fact for Benjamin Horowitz 06/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities. ( 2 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Bio Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any. ( 3 )The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities. ( 4 )Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.

Remarks: Exhibit 24.1 Power of Attorney for Benjamin HorowitzExhibit 24.2 Power of Attorney for Marc L. Andreessen

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