Sec Form 4 Filing - YAO TONY DUNG LING @ PRECISION BIOSCIENCES INC - 2019-03-27

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 YAO TONY DUNG LING 2. Issuer Name and Ticker or Trading Symbol PRECISION BIOSCIENCES INC [ DTIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PRECISION BIOSCIENCES, INC., 302 E. PETTIGREW STREET, SUITE A-100 3. Date of Earliest Transaction (MM/DD/YY) 03/27/2019 (Street) DURHAM, NC27701 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

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 Convertible Promissory Note $ 13.6 03/27/2019 J( 1 ) ( 1 ) ( 1 ) Common Stock 36,946 $ 500,000 $ 502,466 I By ArrowMark Life Science Fund, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YAO TONY DUNG LING C/O PRECISION BIOSCIENCES, INC. 302 E. PETTIGREW STREET, SUITE A-100 DURHAM, NC27701 X Signatures /s/ Abid Ansari, Attorney-in-Fact for Tony Dung-Ling Yao 03/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 1, 2019, ArrowMark Life Science Fund, LP (the "ArrowMark Fund") acquired a convertible promissory note in the principal amount of $500,000 (the "2019 Note") from Precision BioSciences, Inc. (the "Issuer"). In connection with the pricing of the Issuer's initial public offering on March 27, 2019 (the "IPO"), the conversion price of the 2019 Note became fixed at 85% of the price per share in the IPO, and the 2019 Note became automatically convertible into shares of the Issuer's common stock at the closing of the IPO. ( 2 )The 2019 Note is held of record by the ArrowMark Fund. ArrowMark Colorado Holdings LLC ("ArrowMark Colorado") is an investment advisor to the ArrowMark Fund. The reporting person is employed as a portfolio manager for ArrowMark Colorado and has direct voting and dispositive control over the shares held by the ArrowMark Fund. The reporting person disclaims beneficial ownership of the 2019 Note, except to the extent of any pecuniary interest therein.

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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