Sec Form 4 Filing - GOEL DAVID E. @ Adaptive Biotechnologies Corp - 2019-07-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
GOEL DAVID E.
2. Issuer Name and Ticker or Trading Symbol
Adaptive Biotechnologies Corp [ ADPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O MATRIX CAPITAL MANAGEMENT CO., LP, 1000 WINTER STREET, SUITE 4500
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2019
(Street)
WALTHAM, MA02451
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 07/01/2019 C 200,000 A 200,000 I See footnotes ( 2 ) ( 3 )
Common Stock 07/01/2019 C 5,893,716 A 6,093,716 I See footnotes ( 2 ) ( 3 )
Common Stock 07/01/2019 C 11,154,116 A 17,247,832 I See footnotes ( 2 ) ( 3 )
Common Stock 07/01/2019 C 84,359 A 17,332,191 I See footnotes ( 2 ) ( 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 A Convertible Preferred Stock $ 1 07/01/2019 C 200,000 ( 1 ) ( 1 ) Common Stock 200,000 $ 0 0 I See footnotes ( 2 ) ( 3 )
Series E-1 Convertible Preferred Stock $ 6.0389 07/01/2019 C 5,893,716 ( 1 ) ( 1 ) Common Stock 5,893,716 $ 0 0 I See footnotes ( 2 ) ( 3 )
Series F Convertible Preferred Stock $ 8.9653 07/01/2019 C 11,154,116 ( 1 ) ( 1 ) Common Stock 11,154,116 $ 0 0 I See footnotes ( 2 ) ( 3 )
Series F-1 Convertible Preferred Stock $ 10.6686 07/01/2019 C 84,359 ( 1 ) ( 1 ) Common Stock 84,359 $ 0 0 I See footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOEL DAVID E.
C/O MATRIX CAPITAL MANAGEMENT CO., LP
1000 WINTER STREET, SUITE 4500
WALTHAM, MA02451
X X See Remarks
Matrix Capital Management Company, LP
1000 WINTER STREET
C/O MATRIX CAPITAL MANAGEMENT
WALTHAM, MA02451
X X See Remarks
Signatures
Matrix Capital Management Company, LP, by: /s/ David E. Goel, its Managing General Partner 07/02/2019
Signature of Reporting Person Date
/s/ David E. Goel 07/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All of the shares of convertible preferred stock automatically converted into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. The convertible preferred stock had no expiration date.
( 2 )The securities reported herein are held by Matrix Capital Management Master Fund, LP (the "Matrix Fund"). Matrix Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the Matrix Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons"), serves as the Managing General Partner of the Investment Manager.
( 3 )The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

Remarks:
The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Goel currently serves on the board of directors of the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.