NextCure (NXTC) Form 3 NextCure / Stella Xu 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^*

Xu Stella

(Last) (First) (Middle)

C/O NEXTCURE, INC.

9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)

BELTSVILLE MD 20705

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2019

3. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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)

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-2 Preferred Stock	(1)	(1)	Common Stock	978,570	(1)	I	By Quan Venture Fund II, L.P.(2)

1. Name and Address of Reporting Person^*

Xu Stella

(Last) (First) (Middle)

C/O NEXTCURE, INC.

9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)

BELTSVILLE MD 20705

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quan Venture Fund II, L.P.

(Last) (First) (Middle)

C/O QUAN CAPITAL, JINCHUANG PLAZA

4560 JINKE ROAD, BUILDING 1N, SUITE 401

(Street)

SHANGHAI F4 201210

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are convertible into shares of Common Stock on a 1-for-8.0338 basis at the holder's election, will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering, and have no expiration date.

2. The general partner of Quan Venture Fund II, L.P. is Quan Venture Partners II, L.L.C. Stella Xu is a managing director of Quan Venture Partners II, L.L.C. and shares the ultimate power to vote or dispose of the shares held by Quan Venture Fund II, L.P. Dr. Xu disclaims beneficial ownership of the shares held by Quan Venture Fund II, L.P., except to the extent of her pecuniary interest.

Remarks:

Exhibit 24 - Power of Attorney

	QUAN VENTURE FUND II, L.P. BY: QUAN VENTURE PARTNERS II, L.L.C., its general partner By: /s/ Stella Xu, Managing Director	05/08/2019
	/s/ Stella Xu	05/08/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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