Precision BioSciences (DTIL) Form 4 PRECISION BIOSCIENCES / TONY DUNG LING YAO ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

YAO TONY DUNG LING

(Last) (First) (Middle)

C/O PRECISION BIOSCIENCES, INC.

302 E. PETTIGREW STREET, SUITE A-100

(Street)

DURHAM NC 27701

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	04/03/2019		P		6,487	A	$15.42(1)	158,003	I	By ArrowMark Life Science Fund, LP(2)
Common Stock								4,450	D
Common Stock								4,450	I	By THB Iron Rose, LLC Life Science Portfolio(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $15.28 to $15.50, inclusive. The reporting person undertakes to provide to Precision BioSciences, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1).

2. These securities are held of record by the ArrowMark Life Science Fund, LP (the "ArrowMark Fund"). ArrowMark Colorado Holdings LLC ("ArrowMark Colorado") is an investment advisor to the ArrowMark Fund. The reporting person is employed as a portfolio manager for ArrowMark Colorado and has direct voting and dispositive control over the shares held by the ArrowMark Fund. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

3. These securities are held of record by the THB Iron Rose, LLC Life Science Portfolio (the "THB Fund"). ArrowMark Colorado is an investment advisor to the THB Fund. The reporting person is employed as a portfolio manager for ArrowMark Colorado and has direct voting and dispositive control over the shares held by the THB Fund. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Tony Dung-Ling Yao	04/04/2019
	** 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 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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