New Leaf Venture Management III, L.L.C. Form 4 Aptinyx / Leaf Venture Management III, L.L.C. New 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^*

New Leaf Venture Management III, L.L.C.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(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	I	See footnote(2)(3)
Common Stock	06/25/2018		C		1,197,076(1)	A	(1)	2,244,526	I	See footnote(2)(3)
Common Stock	06/25/2018		C		552,208(1)	A	(1)	2,796,734	I	See footnote(2)(3)
Common Stock	06/25/2018		C		243,345(1)	A	(1)	243,345	I	See footnote(4)(5)
Common Stock	06/25/2018		P		125,000(6)	A	$16	2,921,734	I	See footnote(2)(3)
Common Stock	06/25/2018		P		125,000(6)	A	$16	368,345	I	See footnote(4)(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
Series A-1 Convertible Preferred Stock	(1)	06/25/2018		C			28,895,188	(1)	(1)	Common Stock	1,047,450	(1)	0	I	See footnote(2)(3)
Series A-2 Convertible Preferred Stock	(1)	06/25/2018		C			33,022,786	(1)	(1)	Common Stock	1,197,076	(1)	0	I	See footnote(2)(3)
Series B Convertible Preferred Stock	(1)	06/25/2018		C			15,233,315	(1)	(1)	Common Stock	552,208	(1)	0	I	See footnote(2)(3)
Series B Convertible Preferred Stock	(1)	06/25/2018		C			6,712,986	(1)	(1)	Common Stock	243,345	(1)	0	I	See footnote(4)(5)

1. Name and Address of Reporting Person^*

New Leaf Venture Management III, L.L.C.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Venture Associates III, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Ventures III, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf Biopharma Opportunities I, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Leaf BPO Associates I, L.P.

(Last) (First) (Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK NY 10036

(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 additional 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. These shares are held directly by New Leaf Ventures III, L.P. ("NLV-III"). The general partner of NLV-III is New Leaf Venture Associates III, L.P. ("NLVA-III"). The general partner of NLVA-III is New Leaf Venture Management III, L.L.C. ("Management-III"). Each of NLVA-III and Management-III may be deemed to have sole voting and investment power with respect to these securities. Each of NLVA-III and Management-III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLVA-III or Management-III are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein. Liam T. Ratcliffe, a member of the Issuer's board of directors, Ronald M. Hunt and Vijay K. Lathi are the managers of Management-III (each, a "Manager" and collectively, the "Managers") and may each be deemed to have shared voting and investment power with respect to these securities.

3. Each of the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. These shares are held directly by New Leaf Ventures Biopharma Opportunities I, L.P. ("NLV Biopharma"). The general partner of NLV Biopharma is New Leaf BPO Associates I, L.P. ("NLBA-I"). The general partner of NLBA-I is Management-III. Each of NLBA-I and Management-III may be deemed to have sole voting and investment power with respect to these securities. Each of NLBA-I and Management-III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA-I or Management-III are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

5. Each of the Managers may be deemed to have shared voting and investment power with respect to these securities. Each of the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

6. On June 25, 2018, each of NLV-III and NLV Biopharma purchased 125,000 and 125,000 shares of common stock of the Issuer at a price of $16.00 per share, respectively, pursuant to an underwritten public offering.

	New Leaf Venture Management III, L.L.C. /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/26/2018
	New Leaf Venture Associates III, L.P. By: New Leaf Venture Management III, L.L.C, Its: General Partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/26/2018
	New Leaf Ventures III, L.P. By: New Leaf Venture Associates III, LP. By: New Leaf Venture Management III, L.L.C. Its: General partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/26/2018
	New Leaf Ventures Biopharma Opportunities I, L.P. By: New Leaf BPO Associates I, L.P. By: New Leaf Venture Management III, L.L.C. Its: General partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/26/2018
	New Leaf BPO Associates I, L.P. By: New Leaf Venture Management III, L.L.C. Its: General partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/26/2018
	** Signature of Reporting Person	Date
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