5AM Co-Investors IV Form 3 Aprea Therapeutics / JOHN D DIEKMAN 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^*

5AM Ventures IV, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2019

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

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)
Common Stock	12,163	I(2)(4)	See footnote(2)(4)
Common Stock	507	I(3)(4)	See footnote(3)(4)

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 Convertible Preferred Stock	(1)	(1)	Common Stock	1,913,910	(1)	I(2)(4)	See footnotes(2)(4)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	79,746	(1)	I(3)(4)	See footnotes(3)(4)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	492,475	(1)	I(2)(4)	See footnotes(2)(4)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	20,519	(1)	I(3)(4)	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

5AM Ventures IV, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Co-Investors IV, L.P.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

5AM Partners IV, LLC

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DIEKMAN JOHN D

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last) (First) (Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

Explanation of Responses:

1. These shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, "Preferred Stock") will automatically be converted into shares of the Issuer's Common Stock ("Common Stock"), on a 1-for-1 basis, immediately prior to the completion of the Issuer's initial public offering. The Preferred Stock has no expiration date.

2. Shares are held directly by 5AM Ventures IV, L.P.

3. Shares are held directly by 5AM Co-Investors IV, L.P.

4. 5AM Partners IV, LLC is the sole general partner of each of 5AM Ventures IV, L.P. and 5AM Co-Investors IV, L.P. (collectively, the "5AM Funds"). Dr. John D. Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage are managing members of 5AM Partners IV, LLC and may be deemed to have shared voting and investment power over the shares beneficially owned by the 5AM Funds. Each of 5AM Partners IV, LLC, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held directly by the 5AM Funds, except to the extent of its or his pecuniary interest therein.

	5AM VENTURES IV, L.P. By: 5AM Partners IV, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member	10/02/2019
	5AM CO-INVESTORS IV, L.P. By: 5AM Partners IV, LLC, its General Partner By: /s/ Scott M. Rocklage Managing Member	10/02/2019
	5AM PARTNERS IV, LLC By: /s/ Scott M. Rocklage Managing Member	10/02/2019
	/s/ John D. Diekman	10/02/2019
	/s/ Andrew J. Schwab	10/02/2019
	** Signature of Reporting Person	Date
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