Aprea Therapeutics (APRE) Form 4 Aprea Therapeutics / Oren Gilad 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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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^*

Gilad Oren

(Last) (First) (Middle)

3805 OLD EASTON ROAD

(Street)

DOYLESTOWN, PA 18902

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	08/23/2022		C		6,045,100(2)	A	$0.00	6,375,414	D
Common Stock	03/09/2023		A		4,000(1)	A	$0.00	322,770(4)	D

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 Non-Voting Convertible Preferred Stock	(2)	08/23/2022		C			604,510	(2)	(2)	Common Stock	6,045,100	$0.00	0	D
Stock Options (Right to Buy)	$5.08	03/09/2023		A		16,000		(3)	03/09/2033	Common Stock	16,000	$0.00	16,000	D

Explanation of Responses:

1. These shares represent restricted stock units ("RSUs") and shall vest and be settled in the Issuer's common stock ("Common Stock") in three (3) equal annual installments beginning on March 9, 2024 until vested in full, subject to the reporting person's continued employment through and including the applicable vesting dates and subject to acceleration under certain conditions.

2. Each share of Series A Non-Voting Convertible Preferred Stock is convertible into 10 shares of Common Stock any time at the option of the holder thereof, subject to certain limitations. On August 23, 2022, the Reporting Person converted 604,510 shares of Series A Non-Voting Convertible Preferred Stock into 6,045,100 shares of Common Stock.

3. Twenty-five percent of these options vest on March 9, 2024, with the remaining options vesting ratably over the following 36 months, subject to the reporting person's continued employment through and including the applicable vesting dates and subject to acceleration under certain conditions.

4. Reflects a one-for-20 reverse split, effective as of 5:00 p.m. Eastern Time on February 10, 2023.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John Hamill, Attorney-in-Fact	03/13/2023
	** 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 4 (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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