McIlwain Matthew S Form 4 Nautilus Biotechnology / Matthew S McIlwain 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^*

McIlwain Matthew S

(Last) (First) (Middle)

C/O MADRONA VENTURE GROUP

999 THIRD AVENUE, 34TH FLOOR

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nautilus Biotechnology, Inc. [ NAUT ]

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)
08/24/2021

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	08/24/2021		P		13,568	A	$7.6849(1)	335,673	D
Common Stock	08/25/2021		P		11,693	A	$7.7361(2)	347,366	D
Common Stock	08/26/2021		P		11,709	A	$7.7132(3)	359,075	D
Common Stock								5,798,394	I	By Madrona Venture Fund VI, LP(4)
Common Stock								222,376	I	By Madrona Venture Fund VI-A, LP(5)

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 for this transaction is a weighted-average price. The shares were sold in multiple transactions ranging from $7.56 to $7.75, inclusive. The reporting person undertakes to provide to Nautilus Biotechnology, Inc., any security holder of Nautilus Biotechnology, Inc., 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 ranges set forth in any footnotes to this Form 4.

2. The price reported for this transaction is a weighted-average price. The shares were sold in multiple transactions ranging from $7.69 to $7.75, inclusive. The reporting person undertakes to provide to Nautilus Biotechnology, Inc., any security holder of Nautilus Biotechnology, Inc., 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 ranges set forth in any footnotes to this Form 4.

3. The price reported for this transaction is a weighted-average price. The shares were sold in multiple transactions ranging from $7.67 to $7.75, inclusive. The reporting person undertakes to provide to Nautilus Biotechnology, Inc., any security holder of Nautilus Biotechnology, Inc., 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 ranges set forth in any footnotes to this Form 4.

4. Shares held by Madrona Venture Fund VI, LP ("Madrona Fund VI"). Madrona Investment Partners VI, L.P. ("Madrona Partners VI") is the general partner of Madrona Fund VI, and Madrona VI General Partner, LLC ("Madrona VI LLC") is the general partner of Madrona Partners VI. The reporting person, is a managing member of Madrona VI LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

5. Shares held by Madrona Venture Fund VI-A, LP ("Madrona Fund VI-A"). Madrona Partners VI is the general partner of Madrona Fund VI-A, and Madrona VI LLC is the general partner of Madrona Partners VI. The reporting person, is a managing member of Madrona VI LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of benefical ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	/s/ Matt McIlwain	08/26/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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