Sec Form 4 Filing - 5AM Ventures IV, L.P. @ Aprea Therapeutics, Inc. - 2019-10-07

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 5AM Ventures IV, L.P. 2. Issuer Name and Ticker or Trading Symbol Aprea Therapeutics, Inc. [ APRE] 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) 501 2ND STREET, SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2019 (Street) SAN FRANCISCO, CA94107 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 10/07/2019 C 1,913,910 A 1,926,073 I ( 2 ) ( 4 ) See footnotes ( 2 ) ( 4 ) Common Stock 10/07/2019 C 79,746 A 80,253 I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 4 ) Common Stock 10/07/2019 C 492,475 A 2,418,548 I ( 2 ) ( 4 ) See footnotes ( 2 ) ( 4 ) Common Stock 10/07/2019 C 20,519 A 100,772 I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 4 ) Common Stock 10/07/2019 P 333,333 A $ 15 333,333 I ( 5 ) ( 6 ) See footnotes ( 5 ) ( 6 )

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 B Convertible Preferred Stock ( 1 ) 10/07/2019 C 1,913,910 ( 1 ) ( 1 ) Common Stock 1,913,910 ( 1 ) 0 I ( 2 ) ( 4 ) See footnotes ( 2 ) ( 4 ) Series B Convertible Preferred Stock ( 1 ) 10/07/2019 C 79,746 ( 1 ) ( 1 ) Common Stock 79,746 ( 1 ) 0 I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 4 ) Series C Convertible Preferred Stock ( 1 ) 10/07/2019 C 492,475 ( 1 ) ( 1 ) Common Stock 492,475 ( 1 ) 0 I ( 2 ) ( 4 ) See footnotes ( 2 ) ( 4 ) Series C Convertible Preferred Stock ( 1 ) 10/07/2019 C 20,519 ( 1 ) ( 1 ) Common Stock 20,519 ( 1 ) 0 I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 5AM Ventures IV, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Co-Investors IV, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Partners IV, LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Opportunities I, L.P. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X 5AM Opportunities I (GP), LLC 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X DIEKMAN JOHN D 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X Schwab Andrew J. 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X PARMAR KUSH 501 2ND STREET, SUITE 350 SAN FRANCISCO, CA94107 X Signatures 5AM VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member 10/09/2019 Signature of Reporting Person Date 5AM CO-INVESTORS IV, L.P. By: 5AM Partners IV, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member 10/09/2019 Signature of Reporting Person Date 5AM PARTNERS IV, LLC By: /s/ Scott M. Rocklage Managing Member 10/09/2019 Signature of Reporting Person Date 5AM OPPORTUNITIES I, L.P. By: 5AM Opportunities I (GP), LLC, its General Partner By: /s/ Kush Parmar Managing Member 10/09/2019 Signature of Reporting Person Date 5AM OPPORTUNITIES I (GP), LLC By: /s/ Kush Parmar Managing Member 10/09/2019 Signature of Reporting Person Date /s/ John D. Diekman 10/09/2019 Signature of Reporting Person Date /s/ Andrew J. Schwab 10/09/2019 Signature of Reporting Person Date /s/ Kush Parmar 10/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, "Preferred Stock") automatically converted into shares of the Issuer's Common Stock ("Common Stock"), on a 1-for-1 basis, immediately prior to the completion of the Issuer's initial public offering for no additional consideration. The Preferred Stock had no expiration date. ( 2 )Shares are held directly by 5AM Ventures IV, L.P. ( 3 )Shares are held directly by 5AM Co-Investors IV, L.P. ( 4 )5AM Partners IV, LLC is the sole general partner of each of 5AM Ventures IV, L.P. and 5AM Co-Investors IV, L.P. (collectively, the "5AM IV Funds"). Dr. John D. Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are managing members of 5AM Partners IV, LLC and may be deemed to have shared voting and investment power over the shares beneficially owned by the 5AM IV Funds. Each of 5AM Partners IV, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held directly by the 5AM IV Funds, except to the extent of its or his pecuniary interest therein. ( 5 )Shares are held directly by 5AM Opportunities I, L.P. ("Opportunities"), which is under common control with the 5AM IV Funds. The 5AM IV Funds and Opportunities expressly disclaim status as a "group" for purposes of this Form 4. ( 6 )5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Kush Parmar are managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities. Each of Opportunities GP, Mr. Schwab and Mr. Parmar disclaims beneficial ownership of the shares of Common Stock held directly by Opportunities, except to the extent of its or his pecuniary interest therein.

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).

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