Stephen Lawrence Tomlin Form 4 ANAPTYSBIO / Stephen Lawrence Tomlin 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^*

Avalon Ventures VII L P

(Last) (First) (Middle)

1134 KLINE STREET

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ANAPTYSBIO INC [ ANAB ]

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)
07/26/2017

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	07/26/2017		J(1)		399,987	D	$0.00	1,636,945	I	See footnote(1)
Common Stock	07/26/2017		J(2)		37,040	A	$0.00	37,040	I	See footnote(2)
Common Stock	07/26/2017		S(3)		37,040	D	$24.35	0	I	See footnote(3)

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^*

Avalon Ventures VII L P

(Last) (First) (Middle)

1134 KLINE STREET

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AVALON VENTURES VII GP, LLC

(Last) (First) (Middle)

C/O AVALON VENTURES VII, L.P.

1134 KLINE STREET

(Street)

LA JOLLA CA

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kinsella Kevin J

(Last) (First) (Middle)

C/O AVALON VENTURES VII, L.P.

1134 KLINE STREET

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tomlin Stephen Lawrence

(Last) (First) (Middle)

C/O AVALON VENTURES VII, L.P.

1134 KLINE STREET

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock by Avalon Ventures VII, L.P. effected on July 26, 2017 without consideration to its limited partners and to its general partner, Avalon Ventures VII GP, LLC.

2. Represents the receipt by Avalon Ventures VII GP, LLC, the general partner of Avalon Ventures VII, L.P., of its pro-rata portion of the in-kind distribution described in footnote 1.

3. Represents the open-market sale by Avalon Ventures VII GP, LLC, the general partner of Avalon Ventures VII, L.P., of the Common Stock received as a result of the in-kind distribution described in footnote 1.

Remarks:

Avalon Ventures VII GP, LLC is the general partner of Avalon Ventures VII, L.P. The managing members of Avalon Ventures VII GP, LLC are Kevin J. Kinsella and Stephen L. Tomlin. As a result of the transactions reported herein, none of the Reporting Owners will beneficially own 10% or greater of the outstanding Common Stock or otherwise be subject to Section 16 (except as expressly provided by Section 16 once reporting status has ended).

	Avalon Ventures VII, L.P., Avalon Ventures VII GP, LLC, Kevin Kinsella, Stephen Tomlin, By: /s/ Tighe Reardon, Attorney-in-Fact	07/27/2017
	** Signature of Reporting Person	Date
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