Rieflin William JL Form 3 RAPT Therapeutics / WILLIAM JL RIEFLIN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RIEFLIN WILLIAM JL

(Last) (First) (Middle)

C/O RAPT THERAPEUTICS, INC.

561 ECCLES AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2019

3. Issuer Name and Ticker or Trading Symbol
RAPT Therapeutics, Inc. [ RAPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,666(1)	I	By Rieflin Family Trust u/a dtd 4/3/00, William J. Rieflin and Prudence H. Rieflin, Trustees(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(3)	12/08/2026	Common Stock	4,166	2.04	D
Stock Option (right to buy)	(3)	03/27/2028	Common Stock	4,166	6.18	D
Stock Option (right to buy)	(4)	09/25/2029	Common Stock	4,166	13.62	D
Series A Preferred Stock	(5)	(5)	Common Stock	43,390	(5)	I	By Rieflin Family Trust u/a dtd 4/3/00, William J. Rieflin and Prudence H. Rieflin, Trustees(2)
Series B Preferred Stock	(5)	(5)	Common Stock	16,666	(5)	I	By Rieflin Family Trust u/a dtd 4/3/00, William J. Rieflin and Prudence H. Rieflin, Trustees(2)

Explanation of Responses:

1. The number of shares of common stock reflects a 1-for-6 reverse stock split, which became effective July 19, 2019.

2. The shares are held directly by Rieflin Family Trust u/a dtd 4/3/00, William J. Rieflin and Prudence H. Rieflin, Trustees, for which the Reporting Person is co-Trustee.

3. The shares subject to the option vest in 48 equal monthly installments from the vesting commencement date.

4. The shares subject to the option vest in 12 equal monthly installments from the vesting commencement date.

5. Each share of Series A Preferred Stock and Series B Preferred Stock of the Issuer is convertible into approximately 0.166 shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (on an adjusted basis, after giving effect to the 1-for-6 reverse stock split of the common stock effected by the Issuer on July 19, 2019). Shares of Series A and Series B Preferred Stock have no expiration date and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering of common stock, for no additional consideration.

Remarks:

	/s/ Karen C. Lam, attorney-in-fact for William Rieflin	10/30/2019
	** Signature of Reporting Person	Date
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 5 (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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