Sec Form 4 Filing - Avalon Ventures VII L P @ ANAPTYSBIO INC - 2017-07-26

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 Avalon Ventures VII L P 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) 1134 KLINE STREET, 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2017 (Street) LA JOLLA, CA92037 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 07/26/2017 J( 1 ) 399,987 D $ 0 1,636,945 I See footnote ( 1 ) Common Stock 07/26/2017 J( 2 ) 37,040 A $ 0 37,040 I See footnote ( 2 ) Common Stock 07/26/2017 S( 3 ) 37,040 D $ 24.35 0 I See footnote ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Avalon Ventures VII L P 1134 KLINE STREET LA JOLLA, CA92037 X AVALON VENTURES VII GP, LLC C/O AVALON VENTURES VII, L.P. 1134 KLINE STREET LA JOLLA, CA X See Remarks Kinsella Kevin J C/O AVALON VENTURES VII, L.P. 1134 KLINE STREET LA JOLLA, CA92037 X See Remarks Tomlin Stephen Lawrence C/O AVALON VENTURES VII, L.P. 1134 KLINE STREET LA JOLLA, CA92037 X See Remarks Signatures Avalon Ventures VII, L.P., Avalon Ventures VII GP, LLC, Kevin Kinsella, Stephen Tomlin, By: /s/ Tighe Reardon, Attorney-in-Fact 07/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Stock by Avalon Ventures VII, L.P. effected on July 26, 2017 without consideration to its limited partners and to its general partner, Avalon Ventures VII GP, LLC. ( 2 )Represents the receipt by Avalon Ventures VII GP, LLC, the general partner of Avalon Ventures VII, L.P., of its pro-rata portion of the in-kind distribution described in footnote 1. ( 3 )Represents the open-market sale by Avalon Ventures VII GP, LLC, the general partner of Avalon Ventures VII, L.P., of the Common Stock received as a result of the in-kind distribution described in footnote 1.

Remarks: Avalon Ventures VII GP, LLC is the general partner of Avalon Ventures VII, L.P. The managing members of Avalon Ventures VII GP, LLC are Kevin J. Kinsella and Stephen L. Tomlin. As a result of the transactions reported herein, none of the Reporting Owners will beneficially own 10% or greater of the outstanding Common Stock or otherwise be subject to Section 16 (except as expressly provided by Section 16 once reporting status has ended).

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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