Sec Form 3 Filing - Frazier Healthcare VII, L.P. @ ANAPTYSBIO INC - 2017-01-25

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 Frazier Healthcare 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) 601 UNION STREET, SUITE 3200 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2017 (Street) SEATTLE, WA98101 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

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 $ 0 ( 1 ) ( 1 ) Common Stock 1,428,571 I See footnote ( 2 ) Series C Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 604,055 I See footnote ( 2 ) Series C-1 Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 195,751 I See footnote ( 2 ) Series D Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 733,740 D ( 3 ) Series D Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 209,095 I See footnote ( 4 ) Warrant to Purchase Series C Preferred Stock $ 4.55 ( 5 ) 11/04/2018 Series C Preferred Stock ( 1 ) 117,235 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frazier Healthcare VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Frazier Healthcare VII-A, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FHM VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FHM VII, L.L.C. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FRAZIER ALAN D 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Naini Nader J 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Every Nathan R 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Heron Patrick J 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Signatures /s/ Frazier Healthcare VII, L.P. by Steve R. Bailey,Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date /s/ Frazier Healthcare VII-A, L.P. by Steve R. Bailey, Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date /s/ FHM VII, L.P. by Steve R. Bailey, Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date /s/ FHM VII, L.L.C. by Steve R. Bailey, Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date /s/ Alan Frazier by Steve R. Bailey, Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date /s/ Nader Naini by Steve R. Bailey, Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date /s/ Nathan Every by Steve R. Bailey, Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date /s/ Patrick Heron by Steve R. Bailey, Attorney-in-Fact 01/25/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Preferred Stock will be automatically converted into one (1) share of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date. ( 2 )Represents shares held by Frazier Healthcare V, L.P., an affiliate of Frazier Healthcare Partners. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any. ( 3 )Represents shares held by Frazier Healthcare VII, L.P., an affiliate of Frazier Healthcare Partners. Each of the Repor ting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any. ( 4 )Represents shares held by Frazier Healthcare VII-A, L.P., an affiliate of Frazier Healthcare Partners. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any. ( 5 )This warrant is exercisable at any time.

Remarks: This statement is filed by: (i) Frazier Healthcare V, L.P. ("Frazier Healthcare V"), Frazier Healthcare VII, L.P. ("Frazier Healthcare VII"), and Frazier Healthcare VII-A, L.P. ("Frazier Healthcare VII-A"), each a Delaware limited partnership and direct owners of the shares of Common Stock following conversion of convertible preferred stock of the Issuer (together, the "Shares"); (ii) FHM V, L.P., a Delaware limited partnership and general partner to Frazier Healthcare V; FHM V, LLC a Delaware limited liability company and general partner of FHM V, L.P.; FHM VII, L.P., a Delaware limited partnership and general partner to Frazier Healthcare VII and Frazier Healthcare VII-A; and FHM VII, LLC, a Delaware limited liability company and general partner of FHM VII, L.P.;and (iii) Alan Frazier, Nader Naini, Nathan Every and Patrick Heron, each of who are members of FHM V, LLC and FHM VII, LLC and may be deemed to share voting and investment power with respect to shares held by Frazier Healthcare V, Frazier Healthcare VII, and Frazier Healthcare VII-A. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Frazier Healthcare V, L.P.; FHM V, L.P.; FHM V, L.L.C. and certain other affiliates of the Reporting Persons have filed a separate Form 3, in which the direct and indirect transactions of Frazier Healthcare VII, L.P., Frazier Healthcare VII-A, L.P., FHM VII, L.P., and FHM VII, L.L.C. are also reported, in addition to being reported on this Form 3.

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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