Sec Form 4 Filing - 5AM Ventures IV, L.P. @ Aprea Therapeutics, Inc. - 2020-10-05

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 *
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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% holder
(Last)
(First)
(Middle)
501 2ND STREET, SUITE 350
3. Date of Earliest Transaction (MM/DD/YY)
10/05/2020
(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 10/05/2020 S 175,000 D $ 25.3 138,497 I ( 1 ) ( 2 ) See footnotes ( 1 ) ( 2 )
Common Stock 1,823,192 I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 4 )
Common Stock 75,965 I ( 5 ) ( 4 ) See footnotes ( 5 ) ( 4 )
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
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
Former 10% holder
5AM Co-Investors IV, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
5AM Partners IV, LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
5AM Opportunities I, L.P.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
5AM Opportunities I (GP), LLC
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
DIEKMAN JOHN D
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
Schwab Andrew J.
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
PARMAR KUSH
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
ROCKLAGE SCOTT M
501 2ND STREET, SUITE 350
SAN FRANCISCO, CA94107
Former 10% holder
Signatures
5AM VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member 10/07/2020
** 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 10/07/2020
** Signature of Reporting Person Date
5AM PARTNERS IV, LLC By: /s/ Scott M. Rocklage Managing Member 10/07/2020
** 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 10/07/2020
** Signature of Reporting Person Date
5AM OPPORTUNITIES I (GP), LLC By: /s/ Kush Parmar Managing Member 10/07/2020
** Signature of Reporting Person Date
/s/ John D. Diekman 10/07/2020
** Signature of Reporting Person Date
/s/ Andrew J. Schwab 10/07/2020
** Signature of Reporting Person Date
/s/ Kush Parmar 10/07/2020
** Signature of Reporting Person Date
/s/ Scott M. Rocklage 10/07/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities. Andrew J. Schwab and Dr. 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 Dr. 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.
( 3 )Shares are held directly by 5AM Ventures 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, Dr. Scott M. Rocklage and Mr. Schwab disclaims beneficial ownership of the shares of Common 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 Co-Investors IV, L.P.

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