Patrick J Heron Form 4 Aptinyx / LIFE SCIENCES VIII, L.L.C. FHM 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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X

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^*

Frazier Life Sciences VIII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aptinyx Inc. [ APTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2018

4. 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 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	06/25/2018		C		1,047,450(1)	A	(1)	1,047,450	D(2)
Common Stock	06/25/2018		C		1,197,076(1)	A	(1)	2,244,526	D(2)
Common Stock	06/25/2018		C		795,553(1)	A	(1)	3,040,079	D(2)
Common Stock	06/25/2018		P		150,000(3)	A	$16	3,190,079	D(2)

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
Series A-1 Convertible Preferred Stock	(1)	06/25/2018(1)		C			28,895,188	(1)	(1)	Common Stock	1,047,450	(1)	0	I	See Footnote(2)
Series A-2 Convertible Preferred Stock	(1)	06/25/2018(1)		C			33,022,786	(1)	(1)	Common Stock	1,197,076	(1)	0	I	See Footnote(2)
Series B Convertible Preferred Stock	(1)	06/25/2018(1)		C			21,946,301	(1)	(1)	Common Stock	795,553	(1)	0	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Frazier Life Sciences VIII, 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 LIFE SCIENCES VIII, 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 LIFE SCIENCES VIII, 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^*

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 Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 27.58621-for-one basis immediately prior to the closing of the Issuer's initial public offering without payment or consideration. The shares of Series A-1 Convertible Preferred Stock, Series A-2 Convertible Preferred Stock and Series B Convertible Preferred Stock had no expiration date.

2. The shares are held directly by Frazier Life Sciences VIII, L.P. ("FLS-VIII") and this report is filed jointly by Frazier Life Sciences VIII, L.P. ("FLS-VIII L.P."), FHM Life Sciences VIII, L.P. (FHM-VIII L.P."), FHM Life Sciences VIII, L.L.C. ("FHM-VIII LLC") and Patrick J. Heron. Shares are held directly by FLS-VIII. FHM-VIII L.P. serves as the sole general partner of FLS-VIII and owns no shares directly. FHM-VIII LLC serves as the sole general partner of FHM-VIII L.P. and owns no shares directly. Mr. Heron and James Topper are members of FHM-VIII LLC and share voting and dispositive power over the shares held by FLS-VIII; however, they disclaim beneficial ownership of the shares held by FLS-VIII except to the extent of their pecuniary interests therein.

3. On June 25, 2018, FLS-VIII purchased 150,000 shares of common stock of the Issuer at a price of $16.00 per share pursuant to an underwritten public offering.

	FRAZIER LIFE SCIENCES VIII, L.P. By: FHM Life Sciences VIII, L.P. Its: general partner By FHM Life Sciences VIII, L.L.C. Its: general partner, By: /s/ Steve Bailey	06/26/2018
	FHM LIFE SCIENCES VIII, L.P. By: FHM Life Sciences VIII, L.L.C. Its: general partner By: /s/ Steve Bailey	06/26/2018
	FHM LIFE SCIENCES VIII, L.L.C. By: /s/ Steve Bailey	06/26/2018
	/s/ Patrick J. Heron	06/26/2018
	** Signature of Reporting Person	Date
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