Sec Form 3 Filing - Sofinnova Venture Partners IX, L.P. @ NextCure, Inc. - 2019-05-08

Insider filing report for Changes in Beneficial Ownership
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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
Sofinnova Venture Partners IX, L.P.
2. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC]
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)
C/O SOFINNOVA INVESTMENTS, INC., 3000 SAND HILL ROAD, 4-250
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2019
(Street)
MENLO PARK, CA94025
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 A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 278,759 D ( 2 )
Series A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 464,599 D ( 2 )
Series A-3 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 908,785 D ( 2 )
Series B-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 469,713 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sofinnova Venture Partners IX, L.P.
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Sofinnova Management IX, L.L.C.
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
HEALY JAMES
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
POWELL MICHAEL
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Mehra Anand
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Signatures
/s/ Nathalie Auber, as attorney-in-fact for Sofinnova Venture Partners IX, L.P. 05/08/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, as attorney-in-fact for Sofinnova Management IX, L.L.C. 05/08/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, as attorney-in-fact for James I. Healy 05/08/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, as attorney-in-fact for Michael F. Powell 05/08/2019
Signature of Reporting Person Date
/s/ Nathalie Auber, as attorney-in-fact for Anand Mehra 05/08/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are convertible into shares of Common Stock on a 1-for-8.0338 basis at the holder's election, will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering, and have no expiration date.
( 2 )The shares are held directly by Sofinnova Venture Partners IX, L.P. ("SVP IX"). Sofinnova Management IX, L.L.C. ("SM IX") is the general partner of SVP IX and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by SVP IX. Dr. James I. Healy, Michael F. Powell, Ph.D., and Dr. Anand Mehra are the managing members of SM IX and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by SVP IX. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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