Sec Form 4 Filing - YAO TONY DUNG LING @ PRECISION BIOSCIENCES INC - 2019-04-01

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) 04/01/2019 (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 Common Stock 04/01/2019 C 4,450 A 4,450 D Common Stock 04/01/2019 C 36,946 A $ 13.6 36,946 I By ArrowMark Life Science Fund, LP ( 2 ) Common Stock 04/01/2019 C 114,570 A 151,516 I By ArrowMark Life Science Fund, LP ( 2 ) Common Stock 04/01/2019 C 4,450 A 4,450 I By THB Iron Rose, LLC Life Science Portfolio ( 3 )

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 ) 04/01/2019 C 9,500 ( 1 ) ( 1 ) Common Stock 4,450 ( 1 ) 0 D Convertible Promissory Note $ 13.6 04/01/2019 C ( 4 ) ( 4 ) Common Stock 36,946 ( 4 ) 0 I By ArrowMark Life Science Fund, LP ( 2 ) Series B Preferred Stock ( 1 ) 04/01/2019 C 244,572 ( 1 ) ( 1 ) Common Stock 114,570 ( 1 ) 0 I By ArrowMark Life Science Fund, LP ( 2 ) Series B Preferred Stock ( 1 ) 04/01/2019 C 9,500 ( 1 ) ( 1 ) Common Stock 4,450 ( 1 ) 0 I By THB Iron Rose, LLC Life Science Portfolio ( 3 )

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 04/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Preferred Stock automatically converted into the common stock of Precision BioSciences, Inc. (the "Issuer") on a 2.134686-to-1 basis (after giving effect to the Issuer's previously completed reverse stock split) upon the closing of the Issuer's initial public offering (the "IPO"). ( 2 )These securities are held of record by the ArrowMark Life Science Fund, LP (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 these securities except to the extent of any pecuniary interest therein. ( 3 )These securities are held of record by the THB Iron Rose, LLC Life Science Portfolio (the "THB Fund"). ArrowMark Colorado is an investment advisor to the THB 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 THB Fund. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. ( 4 )On March 1, 2019, the ArrowMark Fund acquired a convertible promissory note in the principal amount of $500,000 (the "2019 Note") from the Issuer. Effective upon the closing of the IPO on April 1, 2019, the 2019 Note, including accrued interest, converted into 36,946 shares of the Issuer's common stock at a price per share equal to $13.60, which represented 85% of the price per share in the IPO.

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).

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