SEC Form 4 · accession 0001104659-18-042307
Aptinyx Inc. · APTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry P Gould
Director · 10% Owner
Period of report
Jun 25, 2018
Accepted (ET)
Jun 26, 2018 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001674365
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1,F8 | Jun 25, 2018 | C | 159,749 | — | A | 211,888 | I | See footnote |
| Common StockF2,F1,F8 | Jun 25, 2018 | C | 182,568 | — | A | 394,456 | I | See footnote |
| Common StockF2,F1,F8 | Jun 25, 2018 | C | 121,331 | — | A | 515,787 | I | See footnote |
| Common StockF9,F1,F8 | Jun 25, 2018 | P | 22,877 | $16.00 | A | 538,664 | I | See footnote |
| Common StockF2,F3,F8 | Jun 25, 2018 | C | 120,841 | — | A | 160,281 | I | See footnote |
| Common StockF2,F3,F8 | Jun 25, 2018 | C | 138,103 | — | A | 298,384 | I | See footnote |
| Common StockF2,F3,F8 | Jun 25, 2018 | C | 91,781 | — | A | 390,165 | I | See footnote |
| Common StockF9,F3,F8 | Jun 25, 2018 | P | 17,305 | $16.00 | A | 407,470 | I | See footnote |
| Common StockF2,F4,F8 | Jun 25, 2018 | C | 164,365 | — | A | 218,011 | I | See footnote |
| Common StockF2,F4,F8 | Jun 25, 2018 | C | 187,844 | — | A | 405,855 | I | See footnote |
| Common StockF2,F4,F8 | Jun 25, 2018 | C | 124,838 | — | A | 530,693 | I | See footnote |
| Common StockF9,F4,F8 | Jun 25, 2018 | P | 23,538 | $16.00 | A | 554,231 | I | See footnote |
| Common StockF2,F5,F8 | Jun 25, 2018 | C | 126,168 | — | A | 126,168 | I | See footnote |
| Common StockF2,F5,F8 | Jun 25, 2018 | C | 144,192 | — | A | 270,360 | I | See footnote |
| Common StockF2,F5,F8 | Jun 25, 2018 | C | 95,827 | — | A | 366,187 | I | See footnote |
| Common StockF9,F5,F8 | Jun 25, 2018 | P | 18,068 | $16.00 | A | 384,255 | I | See footnote |
| Common StockF2,F6,F8 | Jun 25, 2018 | C | 109,921 | — | A | 109,921 | I | See footnote |
| Common StockF2,F6,F8 | Jun 25, 2018 | C | 125,623 | — | A | 235,544 | I | See footnote |
| Common StockF2,F6,F8 | Jun 25, 2018 | C | 83,487 | — | A | 319,031 | I | See footnote |
| Common StockF9,F6,F8 | Jun 25, 2018 | P | 15,741 | $16.00 | A | 334,772 | I | See footnote |
| Common StockF2,F7,F8 | Jun 25, 2018 | C | 366,404 | — | A | 366,404 | I | See footnote |
| Common StockF2,F7,F8 | Jun 25, 2018 | C | 418,745 | — | A | 785,149 | I | See footnote |
| Common StockF2,F7,F8 | Jun 25, 2018 | C | 278,290 | — | A | 1,063,439 | I | See footnote |
| Common StockF9,F7,F8 | Jun 25, 2018 | P | 52,471 | $16.00 | A | 1,115,910 | I | See footnote |
| Common StockF8,F10 | holding | — | — | — | 695,326 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Convertible Preferred StockF2,F1,F8 | — | Jun 25, 2018 | C | 4,406,861 | D | — | — | Common Stock | 159,749 | 0 | I |
| Series A-2 Convertible Preferred StockF2,F1,F8 | — | Jun 25, 2018 | C | 5,036,369 | D | — | — | Common Stock | 182,568 | 0 | I |
| Series B Convertible Preferred StockF2,F1,F8 | — | Jun 25, 2018 | C | 3,347,072 | D | — | — | Common Stock | 121,331 | 0 | I |
| Series A-1 Convertible Preferred StockF2,F3,F8 | — | Jun 25, 2018 | C | 3,333,558 | D | — | — | Common Stock | 120,841 | 0 | I |
| Series A-2 Convertible Preferred StockF2,F3,F8 | — | Jun 25, 2018 | C | 3,809,747 | D | — | — | Common Stock | 138,103 | 0 | I |
| Series B Convertible Preferred StockF2,F3,F8 | — | Jun 25, 2018 | C | 2,531,884 | D | — | — | Common Stock | 91,781 | 0 | I |
| Series A-1 Convertible Preferred StockF2,F4,F8 | — | Jun 25, 2018 | C | 4,534,213 | D | — | — | Common Stock | 164,365 | 0 | I |
| Series A-2 Convertible Preferred StockF2,F4,F8 | — | Jun 25, 2018 | C | 5,181,913 | D | — | — | Common Stock | 187,844 | 0 | I |
| Series B Convertible Preferred StockF2,F4,F8 | — | Jun 25, 2018 | C | 3,443,798 | D | — | — | Common Stock | 124,838 | 0 | I |
| Series A-1 Convertible Preferred StockF2,F5,F8 | — | Jun 25, 2018 | C | 3,480,521 | D | — | — | Common Stock | 126,168 | 0 | I |
| Series A-2 Convertible Preferred StockF2,F5,F8 | — | Jun 25, 2018 | C | 3,977,704 | D | — | — | Common Stock | 144,192 | 0 | I |
| Series B Convertible Preferred StockF2,F5,F8 | — | Jun 25, 2018 | C | 2,643,505 | D | — | — | Common Stock | 95,827 | 0 | I |
| Series A-1 Convertible Preferred StockF2,F6,F8 | — | Jun 25, 2018 | C | 3,032,316 | D | — | — | Common Stock | 109,921 | 0 | I |
| Series A-2 Convertible Preferred StockF2,F6,F8 | — | Jun 25, 2018 | C | 3,465,474 | D | — | — | Common Stock | 125,623 | 0 | I |
| Series B Convertible Preferred StockF2,F6,F8 | — | Jun 25, 2018 | C | 2,303,087 | D | — | — | Common Stock | 83,487 | 0 | I |
| Series A-1 Convertible Preferred StockF2,F7,F8 | — | Jun 25, 2018 | C | 10,107,719 | D | — | — | Common Stock | 366,404 | 0 | I |
| Series A-2 Convertible Preferred StockF2,F7,F8 | — | Jun 25, 2018 | C | 11,551,579 | D | — | — | Common Stock | 418,745 | 0 | I |
| Series B Convertible Preferred StockF2,F7,F8 | — | Jun 25, 2018 | C | 7,676,955 | D | — | — | Common Stock | 278,290 | 0 | I |
Explanation of responses
- F1The shares are held directly by Adams Street 2012 Direct Fund LP ("AS 2012").
- F10Represents 249,791 shares of Common Stock held by Adams Street 2008 Direct Fund, L.P. ("AS 2008"), 216,053 shares of Common Stock held by Adams Street 2009 Direct Fund, L.P. ("AS 2009"), 122,728 shares of Common Stock held by Adams Street 2010 Direct Fund, L.P. ("AS 2010") and 106,754 shares of Common Stock held by Adams Street 2011 Direct Fund LP ("AS 2011").
- F2Each 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 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.
- F3The shares are held directly by Adams Street 2013 Direct Fund LP ("AS 2013").
- F4The shares are held directly by Adams Street 2014 Direct Fund LP ("AS 2014").
- F5The shares are held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015").
- F6The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").
- F7The shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").
- F8Adams Street Partners, LLC is the managing member of the general partner of each of AS 2008, AS 2009 and AS 2010 and the managing member of the general partner of the general partner of AS 2011 (along with AS 2008, AS 2009 and AS 2010, as defined in footnote 10), AS 2012, AS 2013, AS 2014, AS 2015, AS 2016 and ASVG VI. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or subsidiary thereof), may be deemed to have shared voting and investment power over the reported shares. Mr. Gould is a member of the Issuer's Board of Directors. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by each of the aforementioned funds except to the extent of their pecuniary interests therein.
- F9On June 25, 2018, AS 2012, AS 2013, AS 2014, AS 2015, AS 2016, and ASVG VI purchased 22,877, 17,305, 23,538, 18,068, 15,741, and 52,471 shares of common stock of the Issuer at a price of $16.00 per share, respectively, pursuant to an underwritten public offering.