Patrick J Heron Form 3 ANAPTYSBIO / Patrick J Heron 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^*

Frazier Healthcare VII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2017

3. Issuer Name and Ticker or Trading Symbol
ANAPTYSBIO INC [ ANAB ]

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

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 B Preferred Stock	(1)	(1)	Common Stock	1,428,571	0	I	See footnote(2)
Series C Preferred Stock	(1)	(1)	Common Stock	604,055	0	I	See footnote(2)
Series C-1 Preferred Stock	(1)	(1)	Common Stock	195,751	0	I	See footnote(2)
Series D Preferred Stock	(1)	(1)	Common Stock	733,740	0	D(3)
Series D Preferred Stock	(1)	(1)	Common Stock	209,095	0	I	See footnote(4)
Warrant to Purchase Series C Preferred Stock	(5)	11/04/2018	Series C Preferred Stock(1)	117,235	4.55	I	See footnote(2)

1. Name and Address of Reporting Person^*

Frazier Healthcare VII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Frazier Healthcare VII-A, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM VII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM VII, L.L.C.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FRAZIER ALAN D

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Naini Nader J

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Every Nathan R

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Preferred Stock will be automatically converted into one (1) share of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

2. Represents shares held by Frazier Healthcare V, L.P., an affiliate of Frazier Healthcare Partners. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.

3. Represents shares held by Frazier Healthcare VII, L.P., an affiliate of Frazier Healthcare Partners. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.

4. Represents shares held by Frazier Healthcare VII-A, L.P., an affiliate of Frazier Healthcare Partners. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.

5. This warrant is exercisable at any time.

Remarks:

This statement is filed by: (i) Frazier Healthcare V, L.P. ("Frazier Healthcare V"), Frazier Healthcare VII, L.P. ("Frazier Healthcare VII"), and Frazier Healthcare VII-A, L.P. ("Frazier Healthcare VII-A"), each a Delaware limited partnership and direct owners of the shares of Common Stock following conversion of convertible preferred stock of the Issuer (together, the "Shares"); (ii) FHM V, L.P., a Delaware limited partnership and general partner to Frazier Healthcare V; FHM V, LLC a Delaware limited liability company and general partner of FHM V, L.P.; FHM VII, L.P., a Delaware limited partnership and general partner to Frazier Healthcare VII and Frazier Healthcare VII-A; and FHM VII, LLC, a Delaware limited liability company and general partner of FHM VII, L.P.;and (iii) Alan Frazier, Nader Naini, Nathan Every and Patrick Heron, each of who are members of FHM V, LLC and FHM VII, LLC and may be deemed to share voting and investment power with respect to shares held by Frazier Healthcare V, Frazier Healthcare VII, and Frazier Healthcare VII-A. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Frazier Healthcare V, L.P.; FHM V, L.P.; FHM V, L.L.C. and certain other affiliates of the Reporting Persons have filed a separate Form 3, in which the direct and indirect transactions of Frazier Healthcare VII, L.P., Frazier Healthcare VII-A, L.P., FHM VII, L.P., and FHM VII, L.L.C. are also reported, in addition to being reported on this Form 3.

	/s/ Frazier Healthcare VII, L.P. by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	/s/ Frazier Healthcare VII-A, L.P. by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	/s/ FHM VII, L.P. by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	/s/ FHM VII, L.L.C. by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	/s/ Alan Frazier by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	/s/ Nader Naini by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	/s/ Nathan Every by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	/s/ Patrick Heron by Steve R. Bailey, Attorney-in-Fact	01/25/2017
	** Signature of Reporting Person	Date
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