Gould Terry P Form 4 Aptinyx / Terry P Gould 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^*

Gould Terry P

(Last)

(First)

(Middle)

C/O APTINYX INC.

909 DAVIS STREET, SUITE 600

(Street)

EVANSTON

60201

(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)

X	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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2018		C		159,749	A	⁽²⁾	211,888	I	See footnote⁽¹⁾⁽⁸⁾
Common Stock	06/25/2018		C		182,568	A	⁽²⁾	394,456	I	See footnote⁽¹⁾⁽⁸⁾
Common Stock	06/25/2018		C		121,331	A	⁽²⁾	515,787	I	See footnote⁽¹⁾⁽⁸⁾
Common Stock	06/25/2018		P		22,877⁽⁹⁾	A	$16	538,664	I	See footnote⁽¹⁾⁽⁸⁾
Common Stock	06/25/2018		C		120,841	A	⁽²⁾	160,281	I	See footnote⁽³⁾⁽⁸⁾
Common Stock	06/25/2018		C		138,103	A	⁽²⁾	298,384	I	See footnote⁽³⁾⁽⁸⁾
Common Stock	06/25/2018		C		91,781	A	⁽²⁾	390,165	I	See footnote⁽³⁾⁽⁸⁾
Common Stock	06/25/2018		P		17,305⁽⁹⁾	A	$16	407,470	I	See footnote⁽³⁾⁽⁸⁾
Common Stock	06/25/2018		C		164,365	A	⁽²⁾	218,011	I	See footnote⁽⁴⁾⁽⁸⁾
Common Stock	06/25/2018		C		187,844	A	⁽²⁾	405,855	I	See footnote⁽⁴⁾⁽⁸⁾
Common Stock	06/25/2018		C		124,838	A	⁽²⁾	530,693	I	See footnote⁽⁴⁾⁽⁸⁾
Common Stock	06/25/2018		P		23,538⁽⁹⁾	A	$16	554,231	I	See footnote⁽⁴⁾⁽⁸⁾
Common Stock	06/25/2018		C		126,168	A	⁽²⁾	126,168	I	See footnote⁽⁵⁾⁽⁸⁾
Common Stock	06/25/2018		C		144,192	A	⁽²⁾	270,360	I	See footnote⁽⁵⁾⁽⁸⁾
Common Stock	06/25/2018		C		95,827	A	⁽²⁾	366,187	I	See footnote⁽⁵⁾⁽⁸⁾
Common Stock	06/25/2018		P		18,068⁽⁹⁾	A	$16	384,255	I	See footnote⁽⁵⁾⁽⁸⁾
Common Stock	06/25/2018		C		109,921	A	⁽²⁾	109,921	I	See footnote⁽⁶⁾⁽⁸⁾
Common Stock	06/25/2018		C		125,623	A	⁽²⁾	235,544	I	See footnote⁽⁶⁾⁽⁸⁾
Common Stock	06/25/2018		C		83,487	A	⁽²⁾	319,031	I	See footnote⁽⁶⁾⁽⁸⁾
Common Stock	06/25/2018		P		15,741⁽⁹⁾	A	$16	334,772	I	See footnote⁽⁶⁾⁽⁸⁾
Common Stock	06/25/2018		C		366,404	A	⁽²⁾	366,404	I	See footnote⁽⁷⁾⁽⁸⁾
Common Stock	06/25/2018		C		418,745	A	⁽²⁾	785,149	I	See footnote⁽⁷⁾⁽⁸⁾
Common Stock	06/25/2018		C		278,290	A	⁽²⁾	1,063,439	I	See footnote⁽⁷⁾⁽⁸⁾
Common Stock	06/25/2018		P		52,471⁽⁹⁾	A	$16	1,115,910	I	See footnote⁽⁷⁾⁽⁸⁾
Common Stock								695,326	I	See footnote⁽⁸⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			4,406,861	⁽²⁾	⁽²⁾	Common Stock	159,749	⁽²⁾	0	I	See footnote⁽¹⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			5,036,369	⁽²⁾	⁽²⁾	Common Stock	182,568	⁽²⁾	0	I	See footnote⁽¹⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,347,072	⁽²⁾	⁽²⁾	Common Stock	121,331	⁽²⁾	0	I	See footnote⁽¹⁾⁽⁸⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,333,558	⁽²⁾	⁽²⁾	Common Stock	120,841	⁽²⁾	0	I	See footnote⁽³⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,809,747	⁽²⁾	⁽²⁾	Common Stock	138,103	⁽²⁾	0	I	See footnote⁽³⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	06/25/2018		C			2,531,884	⁽²⁾	⁽²⁾	Common Stock	91,781	⁽²⁾	0	I	See footnote⁽³⁾⁽⁸⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			4,534,213	⁽²⁾	⁽²⁾	Common Stock	164,365	⁽²⁾	0	I	See footnote⁽⁴⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			5,181,913	⁽²⁾	⁽²⁾	Common Stock	187,844	⁽²⁾	0	I	See footnote⁽⁴⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,443,798	⁽²⁾	⁽²⁾	Common Stock	124,838	⁽²⁾	0	I	See footnote⁽⁴⁾⁽⁸⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,480,521	⁽²⁾	⁽²⁾	Common Stock	126,168	⁽²⁾	0	I	See footnote⁽⁵⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,977,704	⁽²⁾	⁽²⁾	Common Stock	144,192	⁽²⁾	0	I	See footnote⁽⁵⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	06/25/2018		C			2,643,505	⁽²⁾	⁽²⁾	Common Stock	95,827	⁽²⁾	0	I	See footnote⁽⁵⁾⁽⁸⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,032,316	⁽²⁾	⁽²⁾	Common Stock	109,921	⁽²⁾	0	I	See footnote⁽⁶⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			3,465,474	⁽²⁾	⁽²⁾	Common Stock	125,623	⁽²⁾	0	I	See footnote⁽⁶⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	06/25/2018		C			2,303,087	⁽²⁾	⁽²⁾	Common Stock	83,487	⁽²⁾	0	I	See footnote⁽⁶⁾⁽⁸⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			10,107,719	⁽²⁾	⁽²⁾	Common Stock	366,404	⁽²⁾	0	I	See footnote⁽⁷⁾⁽⁸⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	06/25/2018		C			11,551,579	⁽²⁾	⁽²⁾	Common Stock	418,745	⁽²⁾	0	I	See footnote⁽⁷⁾⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	06/25/2018		C			7,676,955	⁽²⁾	⁽²⁾	Common Stock	278,290	⁽²⁾	0	I	See footnote⁽⁷⁾⁽⁸⁾

Explanation of Responses:

1. The shares are held directly by Adams Street 2012 Direct Fund LP ("AS 2012").

2. 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.

3. The shares are held directly by Adams Street 2013 Direct Fund LP ("AS 2013").

4. The shares are held directly by Adams Street 2014 Direct Fund LP ("AS 2014").

5. The shares are held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015").

6. The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").

7. The shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").

8. Adams Street Partners, LLC is the managing member of the general partner of each of AS 2008, AS 2009 and AS 2010 and the managing member of the general partner of the general partner of AS 2011 (along with AS 2008, AS 2009 and AS 2010, as defined in footnote 10), AS 2012, AS 2013, AS 2014, AS 2015, AS 2016 and ASVG VI. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or subsidiary thereof), may be deemed to have shared voting and investment power over the reported shares. Mr. Gould is a member of the Issuer's Board of Directors. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by each of the aforementioned funds except to the extent of their pecuniary interests therein.

9. On June 25, 2018, AS 2012, AS 2013, AS 2014, AS 2015, AS 2016, and ASVG VI purchased 22,877, 17,305, 23,538, 18,068, 15,741, and 52,471 shares of common stock of the Issuer at a price of $16.00 per share, respectively, pursuant to an underwritten public offering.

10. Represents 249,791 shares of Common Stock held by Adams Street 2008 Direct Fund, L.P. ("AS 2008"), 216,053 shares of Common Stock held by Adams Street 2009 Direct Fund, L.P. ("AS 2009"), 122,728 shares of Common Stock held by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and 106,754 shares of Common Stock held by Adams Street 2011 Direct Fund LP ("AS 2011").

	/s/ Xing Yan, Attorney-in-Fact	06/26/2018
	** Signature of Reporting Person	Date
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Gould Terry P Form 4Aptinyx / Terry P Gould ownership change