Corey S Goodman Form 3 PRECISION BIOSCIENCES / Robert J Adelman 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund, L.P.

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2019

3. Issuer Name and Ticker or Trading Symbol
PRECISION BIOSCIENCES INC [ DTIL ]

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

X	Director	X	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)

	Form filed by One Reporting Person
X	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)

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
Series A Preferred Stock	(1)	(1)	Common Stock	3,747,623	(1)	I	See footnote(2)
Series B Preferred Stock	(1)	(1)	Common Stock	467,518	(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund, L.P.

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP, L.P.

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP, Ltd.

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOODMAN COREY S

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the Issuer's preferred stock is convertible, at any time, at the holder's election, into shares of the Issuer's common stock, $0.000005 par value per share (the "Common Stock"). Upon the closing of the Issuer's initial public offering, all shares of Series A Preferred Stock and Series B Preferred Stock will convert into shares of Common Stock on a one-for-2.134686 basis, after giving effect to the reverse stock split effected by the Issuer in connection with the initial public offering. Neither the Series A Preferred Stock nor the Series B Preferred Stock has an expiration date.

2. venBio Global Strategic GP, L.P. is the sole general partner of venBio Global Strategic Fund, L.P. and venBio Global Strategic GP, Ltd. is the sole general partner of venBio Global Strategic GP, L.P. Robert Adelman and Corey Goodman are directors of venBio Global Strategic GP, Ltd. Each of venBio Global Strategic GP, L.P., venBio Global Strategic GP, Ltd., Mr. Adelman and Mr. Goodman disclaims beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein.

Remarks:

	venBio Global Strategic Fund, L.P., by: venBio Global Strategic GP, L.P., its general partner, by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, Attorney-in-Fact	03/27/2019
	venBio Global Strategic GP, L.P., by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, Attorney-in-Fact	03/27/2019
	venBio Global Strategic GP, Ltd., by: /s/ David Pezeshki, Attorney-in-Fact	03/27/2019
	Robert Adelman, by: /s/ David Pezeshki, Attorney-in-Fact	03/27/2019
	Corey Goodman, by: /s/ David Pezeshki, Attorney-in-Fact	03/27/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.