Sec Form 4 Filing - KDev Investments AB @ Aprea Therapeutics, Inc. - 2019-10-07

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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
KDev Investments AB
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)
TOMTEBODAVAGEN 23A
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2019
(Street)
SOLNA, V7SE-17165
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 ( 1 ) 10/07/2019 C 1,600,559 A $ 0 ( 2 ) 2,444,837 I See Footnote ( 3 )
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 Convertible Preferred Stock ( 1 ) ( 2 ) 10/07/2019 C 579,647 ( 2 ) ( 2 ) Common Stock 579,647 $ 0 ( 2 ) 0 I See footnote ( 3 )
Series B Convertible Preferred Stock ( 1 ) ( 2 ) 10/07/2019 C 590,445 ( 2 ) ( 2 ) Common Stock 590,445 $ 0 ( 2 ) 0 I See footnote ( 3 )
Series C Convertible Preferred Stock ( 1 ) ( 2 ) 10/07/2019 C 430,467 ( 2 ) ( 2 ) Common Stock 430,467 $ 0 ( 2 ) 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KDev Investments AB
TOMTEBODAVAGEN 23A
SOLNA, V7SE-17165
X
Karolinska Development AB
TOMTEBODAVAGEN 23A
SOLNA, V7SE-17165
X
KCIF Co-Investment Fund KB
TOMTEBODAVAGEN 23A
SOLNA, V7SE-17165
X
Signatures
KDev Investments AB By: /s/ Ulf Richenberg, attorney-in-fact 10/07/2019
Signature of Reporting Person Date
Karolinska Development AB By: /s/ Ulf Richenberg, attorney-in-fact 10/07/2019
Signature of Reporting Person Date
KCIF Co-Investment Fund KB By: /s/ Ulf Richenberg 10/07/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount of securities of Aprea Therapeutics, Inc. (the "Issuer") reported as beneficially owned includes shares held of record by: KDev Investments AB, Karolinska Development AB and KCIF Co-Investment Fund KB (collectively, the "Reporting Persons").
( 2 )Shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, "Preferred Stock") automatically converted into shares of the Issuer's common stock, par value $0.001, on a 1-for-1 basis, immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock had no expiration date.
( 3 )Karolinska Development AB ("Karolinska") is the majority owner and co-manager of KDev Investments AB and a limited partner of KCIF Co-Investment Fund KB. Karolinska and each of the other Reporting Persons disclaim beneficial ownership of any shares of the Issuer's Common Stock owned of record by any of the other Reporting Persons except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The address of each of (i) KDev Investments AB, (ii) Karolinska Development AB, and (iii) KCIF Co-Investment Fund KB is Tomtebodavagen 23A, SE 171 65 Solna, Sweden.

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