Sec Form 4 Filing - Frazier Healthcare V, LP @ ANAPTYSBIO INC - 2017-02-02

Insider filing report for Changes in Beneficial Ownership
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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
Frazier Healthcare V, LP
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)
02/02/2017
(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
Common Stock 02/02/2017 X 117,235 A $ 4.55 2,345,612 D ( 2 )
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
Warrants $ 4.55 02/02/2017 X 117,235 ( 1 ) 11/04/2018 Common Stock 117,235 $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frazier Healthcare V, LP
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM V, LP
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM V, LLC
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 V, L.P. by Steve R. Bailey,Attorney-in-Fact 02/06/2017
Signature of Reporting Person Date
/s/ FHM V, L.P. by Steve R. Bailey, Attorney-in-Fact 02/06/2017
Signature of Reporting Person Date
/s/ FHM V, L.L.C. by Steve R. Bailey, Attorney-in-Fact 02/06/2017
Signature of Reporting Person Date
/s/ Alan Frazier by Steve R. Bailey, Attorney-in-Fact 02/06/2017
Signature of Reporting Person Date
/s/ Nader Naini by Steve R. Bailey, Attorney-in-Fact 02/06/2017
Signature of Reporting Person Date
/s/ Nathan Every by Steve R. Bailey, Attorney-in-Fact 02/06/2017
Signature of Reporting Person Date
/s/ Patrick Heron by Steve R. Bailey, Attorney-in-Fact 02/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This warrant is exercisable at any time.
( 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.

Remarks:
This statement is filed by: (i) Frazier Healthcare V, L.P. ("Frazier Healthcare V"), a Delaware limited partnership and the direct owner of the Warrants; (ii) 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 the indirect owners of the Warrants; (iii) 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 (iv) 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 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Frazier Healthcare VII, L.P., Frazier Healthcare VII-A, L.P., FHM VII, L.P., FHM VII, L.L.C. and certain other affiliates of the Reporting Persons have filed a separate Form 4, in which the direct and indirect transactions of Frazier Healthcare V, L.P., FHM V, L.P., FHM V, L.L.C. are also reported, in addition to being reported on this Form 4.

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