Sec Form 4 Filing - Frazier Life Sciences VIII, L.P. @ Aptinyx Inc. - 2018-06-25

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 Life Sciences VIII, L.P.
2. Issuer Name and Ticker or Trading Symbol
Aptinyx Inc. [ APTX]
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)
06/25/2018
(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 06/25/2018 C 1,047,450 ( 1 ) A 1,047,450 D ( 2 )
Common Stock 06/25/2018 C 1,197,076 ( 1 ) A 2,244,526 D ( 2 )
Common Stock 06/25/2018 C 795,553 ( 1 ) A 3,040,079 D ( 2 )
Common Stock 06/25/2018 P 150,000 ( 3 ) A $ 16 3,190,079 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
Series A-1 Convertible Preferred Stock ( 1 ) 06/25/2018( 1 ) C 28,895,188 ( 1 ) ( 1 ) Common Stock 1,047,450 ( 1 ) 0 I See Footnote ( 2 )
Series A-2 Convertible Preferred Stock ( 1 ) 06/25/2018( 1 ) C 33,022,786 ( 1 ) ( 1 ) Common Stock 1,197,076 ( 1 ) 0 I See Footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) 06/25/2018( 1 ) C 21,946,301 ( 1 ) ( 1 ) Common Stock 795,553 ( 1 ) 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frazier Life Sciences VIII, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM LIFE SCIENCES VIII, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
FHM LIFE SCIENCES VIII, L.L.C.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Heron Patrick J
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X
Signatures
FRAZIER LIFE SCIENCES VIII, L.P. By: FHM Life Sciences VIII, L.P. Its: general partner By FHM Life Sciences VIII, L.L.C. Its: general partner, By: /s/ Steve Bailey 06/26/2018
Signature of Reporting Person Date
FHM LIFE SCIENCES VIII, L.P. By: FHM Life Sciences VIII, L.L.C. Its: general partner By: /s/ Steve Bailey 06/26/2018
Signature of Reporting Person Date
FHM LIFE SCIENCES VIII, L.L.C. By: /s/ Steve Bailey 06/26/2018
Signature of Reporting Person Date
/s/ Patrick J. Heron 06/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 27.58621-for-one basis immediately prior to the closing of the Issuer's initial public offering without payment or consideration. The shares of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock had no expiration date.
( 2 )The shares are held directly by Frazier Life Sciences VIII, L.P. ("FLS-VIII") and this report is filed jointly by Frazier Life Sciences VIII, L.P. ("FLS-VIII L.P."), FHM Life Sciences VIII, L.P. (FHM-VIII L.P."), FHM Life Sciences VIII, L.L.C. ("FHM-VIII LLC") and Patrick J. Heron. Shares are held directly by FLS-VIII. FHM-VIII L.P. serves as the sole general partner of FLS-VIII and owns no shares directly. FHM-VIII LLC serves as the sole general partner of FHM-VIII L.P. and owns no shares directly. Mr. Heron and James Topper are members of FHM-VIII LLC and share voting and dispositive power over the shares held by FLS-VIII; however, they disclaim beneficial ownership of the shares held by FLS-VIII except to the extent of their pecuniary interests therein.
( 3 )On June 25, 2018, FLS-VIII purchased 150,000 shares of common stock of the Issuer at a price of $16.00 per share pursuant to an underwritten public offering.

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