Sec Form 4 Filing - ADAMS STREET PARTNERS LLC @ 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
ADAMS STREET PARTNERS LLC
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)
ONE NORTH WACKER DRIVE, SUITE 2200
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2018
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 159,749 A 211,888 I See footnote ( 1 ) ( 8 )
Common Stock 06/25/2018 C 182,568 A 394,456 I See footnote ( 1 ) ( 8 )
Common Stock 06/25/2018 C 121,331 A 515,787 I See footnote ( 1 ) ( 8 )
Common Stock 06/25/2018 P 22,877 ( 9 ) A $ 16 538,664 I See footnote ( 1 ) ( 8 )
Common Stock 06/25/2018 C 120,841 A 160,281 I See footnote ( 3 ) ( 8 )
Common Stock 06/25/2018 C 138,103 A 298,384 I See footnote ( 3 ) ( 8 )
Common Stock 06/25/2018 C 91,781 A 390,165 I See footnote ( 3 ) ( 8 )
Common Stock 06/25/2018 P 17,305 ( 9 ) A $ 16 407,470 I See footnote ( 3 ) ( 8 )
Common Stock 06/25/2018 C 164,365 A 218,011 I See footnote ( 4 ) ( 8 )
Common Stock 06/25/2018 C 187,844 A 405,855 I See footnote ( 4 ) ( 8 )
Common Stock 06/25/2018 C 124,838 A 530,693 I See footnote ( 4 ) ( 8 )
Common Stock 06/25/2018 P 23,538 ( 9 ) A $ 16 554,231 I See footnote ( 4 ) ( 8 )
Common Stock 06/25/2018 C 126,168 A 126,168 I See footnote ( 5 ) ( 8 )
Common Stock 06/25/2018 C 144,192 A 270,360 I See footnote ( 5 ) ( 8 )
Common Stock 06/25/2018 C 95,827 A 366,187 I See footnote ( 5 ) ( 8 )
Common Stock 06/25/2018 P 18,068 ( 9 ) A $ 16 384,255 I See footnote ( 5 ) ( 8 )
Common Stock 06/25/2018 C 109,921 A 109,921 I See footnote ( 6 ) ( 8 )
Common Stock 06/25/2018 C 125,623 A 235,544 I See footnote ( 6 ) ( 8 )
Common Stock 06/25/2018 C 83,487 A 319,031 I See footnote ( 6 ) ( 8 )
Common Stock 06/25/2018 P 15,741 ( 9 ) A $ 16 334,772 I See footnote ( 6 ) ( 8 )
Common Stock 06/25/2018 C 366,404 A 366,404 I See footnote ( 7 ) ( 8 )
Common Stock 06/25/2018 C 418,745 A 785,149 I See footnote ( 7 ) ( 8 )
Common Stock 06/25/2018 C 278,290 A 1,063,439 I See footnote ( 7 ) ( 8 )
Common Stock 06/25/2018 P 52,471 ( 9 ) A $ 16 1,115,910 I See footnote ( 7 ) ( 8 )
Common Stock 695,326 I See footnote ( 10 ) ( 8 )
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 ( 2 ) 06/25/2018 C 4,406,861 ( 2 ) ( 2 ) Common Stock 159,749 ( 2 ) 0 I See footnote ( 1 ) ( 8 )
Series A-2 Convertible Preferred Stock ( 2 ) 06/25/2018 C 5,036,369 ( 2 ) ( 2 ) Common Stock 182,568 ( 2 ) 0 I See footnote ( 1 ) ( 8 )
Series B Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,347,072 ( 2 ) ( 2 ) Common Stock 121,331 ( 2 ) 0 I See footnote ( 1 ) ( 8 )
Series A-1 Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,333,558 ( 2 ) ( 2 ) Common Stock 120,841 ( 2 ) 0 I See footnote ( 3 ) ( 8 )
Series A-2 Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,809,747 ( 2 ) ( 2 ) Common Stock 138,103 ( 2 ) 0 I See footnote ( 3 ) ( 8 )
Series B Convertible Preferred Stock ( 2 ) 06/25/2018 C 2,531,884 ( 2 ) ( 2 ) Common Stock 91,781 ( 2 ) 0 I See footnote ( 3 ) ( 8 )
Series A-1 Convertible Preferred Stock ( 2 ) 06/25/2018 C 4,534,213 ( 2 ) ( 2 ) Common Stock 164,365 ( 2 ) 0 I See footnote ( 4 ) ( 8 )
Series A-2 Convertible Preferred Stock ( 2 ) 06/25/2018 C 5,181,913 ( 2 ) ( 2 ) Common Stock 187,844 ( 2 ) 0 I See footnote ( 4 ) ( 8 )
Series B Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,443,798 ( 2 ) ( 2 ) Common Stock 124,838 ( 2 ) 0 I See footnote ( 4 ) ( 8 )
Series A-1 Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,480,521 ( 2 ) ( 2 ) Common Stock 126,168 ( 2 ) 0 I See footnote ( 5 ) ( 8 )
Series A-2 Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,977,704 ( 2 ) ( 2 ) Common Stock 144,192 ( 2 ) 0 I See footnote ( 5 ) ( 8 )
Series B Convertible Preferred Stock ( 2 ) 06/25/2018 C 2,643,505 ( 2 ) ( 2 ) Common Stock 95,827 ( 2 ) 0 I See footnote ( 5 ) ( 8 )
Series A-1 Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,032,316 ( 2 ) ( 2 ) Common Stock 109,921 ( 2 ) 0 I See footnote ( 6 ) ( 8 )
Series A-2 Convertible Preferred Stock ( 2 ) 06/25/2018 C 3,465,474 ( 2 ) ( 2 ) Common Stock 125,623 ( 2 ) 0 I See footnote ( 6 ) ( 8 )
Series B Convertible Preferred Stock ( 2 ) 06/25/2018 C 2,303,087 ( 2 ) ( 2 ) Common Stock 83,487 ( 2 ) 0 I See footnote ( 6 ) ( 8 )
Series A-1 Convertible Preferred Stock ( 2 ) 06/25/2018 C 10,107,719 ( 2 ) ( 2 ) Common Stock 366,404 ( 2 ) 0 I See footnote ( 7 ) ( 8 )
Series A-2 Convertible Preferred Stock ( 2 ) 06/25/2018 C 11,551,579 ( 2 ) ( 2 ) Common Stock 418,745 ( 2 ) 0 I See footnote ( 7 ) ( 8 )
Series B Convertible Preferred Stock ( 2 ) 06/25/2018 C 7,676,955 ( 2 ) ( 2 ) Common Stock 278,290 ( 2 ) 0 I See footnote ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAMS STREET PARTNERS LLC
ONE NORTH WACKER DRIVE
SUITE 2200
CHICAGO, IL60606
X
Signatures
/s/ Sara Robinson Dasse 06/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held directly by Adams Street 2012 Direct Fund LP ("AS 2012").
( 2 )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.
( 3 )The shares are held directly by Adams Street 2013 Direct Fund LP ("AS 2013").
( 4 )The shares are held directly by Adams Street 2014 Direct Fund LP ("AS 2014").
( 5 )The shares are held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015").
( 6 )The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").
( 7 )The shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").
( 8 )Adams Street Partners, LLC is the managing member of the general partner of each of AS 2008, AS 2009, and AS 2010, and the managing member of the general partner of the general partner of AS 2011 (along with AS 2008, AS 2009 and AS 2010, as defined in footnote 10), AS 2012, AS 2013, AS 2014, AS 2015, AS 2016 and ASVG VI. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the reported shares. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by each of the aforementioned funds except to the extent of their pecuniary interest therein.
( 9 )On June 25, 2018, AS 2012, AS 2013, AS 2014, AS 2015, AS 2016, and ASVG VI purchased 22,877, 17,305, 23,538, 18,068, 15,741, and 52,471 shares of common stock of the Issuer at a price of $16.00 per share, respectively, pursuant to an underwritten public offering.
( 10 )Represents 249,791 shares of Common Stock held by Adams Street 2008 Direct Fund, L.P. ("AS 2008"), 216,053 shares of Common Stock held by Adams Street 2009 Direct Fund, L.P. ("AS 2009"), 122,728 shares of Common Stock held by Adams Street 2010 Direct Fund, L.P. ("AS 2010"), and 106,754 shares of Common Stock held by Adams Street 2011 Direct Fund LP ("AS 2011").

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