Versant Affiliates Fund V Form 4 Aprea Therapeutics / V Luxco S.a r.l. Versant 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^*

Versant V Luxco S.a r.l.

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [ APRE ]

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)
04/09/2020

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	04/09/2020		J(1)		2,519,323	D	$0	0	D(2)(3)
Common Stock	04/09/2020		J(4)		2,210,937	A	$0	2,210,937	D(5)
Common Stock	04/09/2020		J(6)		66,506	A	$0	66,506	D(7)
Common Stock	04/09/2020		J(8)		73,617	A	$0	73,617	D(9)
Common Stock	04/09/2020		J(10)		168,263	A	$0	168,263	D(11)
Common Stock	05/18/2020		J(12)		773,805	D	$0	1,437,132	D(5)
Common Stock	05/18/2020		J(13)		23,275	D	$0	43,231	D(7)
Common Stock	05/18/2020		J(14)		25,794	D	$0	47,823	D(9)
Common Stock	05/18/2020		J(15)		58,889	D	$0	109,374	D(11)
Common Stock	05/18/2020		J(16)		16,428	A	$0	16,428	D(17)
Common Stock	05/18/2020		J(18)		16,428	D	$0	0	D(17)
Common Stock	05/18/2020		J(19)		1,178	A	$0	1,178	D(20)
Common Stock	05/18/2020		J(21)		1,178	D	$0	0	D(20)

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

1. Name and Address of Reporting Person^*

Versant V Luxco S.a r.l.

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Versant Venture Capital V, L.P.

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Versant Affiliates Fund V, L.P.

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Versant Ophthalmic Affiliates I, L.P.

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Versant Venture Capital V (Canada), LP

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Versant Ventures V, LLC

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Versant Ventures V (Canada), L.P.

(Last) (First) (Middle)

15 BOULEVARD F.W. RAIFFEISEN

(Street)

2411 LUXEMBOURG N4 L-2411

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Versant V Luxco S.a.r.l. ("Luxco") to its shareholders without consideration.

2. These Shares are directly held by Versant VI Luxco S.a.r.l. ("Luxco").

3. Luxco is majority owned by Versant Venture Capital V, L.P.("VVC V") and minority owned by Versant Ophthalmic Affiliates Fund I, L.P. ("VOA"), Versant Affiliates Fund V, L.P. ("VAF V" and together with VVC V and VOA, the "Versant Funds") and Versant Venture Capital V (Canada) LP ("VVC CAN"). Versant Ventures V, LLC ("VV V") is the general partner of each of the Versant Funds. Versant Ventures V GP-GP (Canada), Inc. ("VV V CAN GP") is the general partner of Versant Ventures V (Canada), L.P. ("VV V CAN"), which is the general partner of VVC CAN.

4. Represents a change in the form of ownership of VVC V by virtue of receipt of shares in the pro-rata in-kind distribution of Common Stock by Luxco.

5. These securities are held of record by VVC V. VV is the sole general partner of VVC V and may be deemed to have voting and investment power over the securities held by VVC V and as a result may be deemed to have beneficial ownership over such securities. VVC V disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

6. Represents a change in the form of ownership of VAF V by virtue of receipt of shares in the pro-rata in-kind distribution of Common Stock by Luxco.

7. These securities are held of record by VAF V. VV V is the sole general partner of VAF V and may be deemed to have voting and investment power over the securities held by VAF V and as a result may be deemed to have beneficial ownership over such securities. VV V disclaims beneficial owners of such shares except to the extent of its pecuniary interest therein.

8. Represents a change in the form of ownership of VOA by virtue of receipt of shares in the pro-rata in-kind distribution of Common Stock by Luxco.

9. These securities are held of record by VOA. VV V is the sole general partner of VOA and may be deemed to have voting and investment power over the securities held by VOA and as a result may be deemed to have beneficial ownership over such securities. VV V disclaims beneficial ownership of such shares except to the extent of its pecuniary interests therein.

10. Represents a change in the form of ownership of VVC CAN by virtue of receipt of shares in the pro-rata in-kind distribution of Common Stock by Luxco.

11. These securities are held of record by VVC CAN. VV V CAN GP is the sole general partner of "VV V CAN and VV V CAN is the sole general partner of VVC CAN. By virtue of such relationships, VV V CAN GP and VV V CAN may be deemed to have voting and investment power over the securities held by VVC CAN and as a result may be deemed to have beneficial ownership over such securities. VV V CAN disclaims beneficial ownership of the shares held by VVC CAN, except to the extent of its pecuniary interests therein.

12. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VVC V without consideration to its partners.

13. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VAF V without consideration to its partners.

14. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VOA without consideration to its partners.

15. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VVC CAN without consideration to its partners.

16. Represents a change in the form of ownership of VV V by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by VVC V, VAF V and VOA.

17. The shares are held by VV V.

18. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VV V without consideration to its members.

19. Represents a change in the form of ownership of VV V CAN by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by VVC CAN.

20. The shares are held by VV V CAN.

21. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VV V CAN without consideration to its partners.

	VERSANT V LUXCO S.A.R.L. By: /s/ Robin L. Praeger, Manager	05/20/2020
	VERSANT VENTURE CAPITAL V, L.P. By: Versant Ventures V, LLC Its: General Partner By: /s/ Robin L. Praeger, Managing Director	05/20/2020
	VERSANT AFFILIATES FUND V, L.P. By: Versant Ventures V, LLC Its: General Partner By: /s/ Robin L. Praeger, Managing Director	05/20/2020
	VERSANT OPHTHALMIC AFFILIATES FUND I, L.P. By: Versant Ventures V, LLC Its: General Partner By: /s/ Robin L. Praeger, Managing Director	05/20/2020
	VERSANT VENTURE CAPITAL V (CANADA) LP By: Versant Ventures V (Canada), L.P. Its: General Partner By: Versant Ventures V GP-GP (Canada), Inc. Its: General Partner By: /s/ Robin L. Praeger, Director	05/20/2020
	VERSANT VENTURES V, LLC By: /s/ Robin L. Praeger, Managing Director	05/20/2020
	VERSANT VENTURES V (CANADA), L.P. By: Versant Ventures V GP-GP (Canada), Inc. Its: General Partner By: /s/ Robin L. Praeger, Director	05/20/2020
	** Signature of Reporting Person	Date
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