SEC Form 4 · accession 0001104659-18-042308

Aptinyx Inc. · APTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Liam Ratcliffe

Director · 10% Owner

Period of report

Jun 25, 2018

Accepted (ET)

Jun 26, 2018 · 4:53 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 Stock^F1,F2,F3	Jun 25, 2018	C	1,047,450	—	A	1,047,450	I	See footnote
Common Stock^F1,F2,F3	Jun 25, 2018	C	1,197,076	—	A	2,244,526	I	See footnote
Common Stock^F1,F2,F3	Jun 25, 2018	C	552,208	—	A	2,796,734	I	See footnote
Common Stock^F1,F4,F5	Jun 25, 2018	C	243,345	—	A	243,345	I	See footnote
Common Stock^F6,F2,F3	Jun 25, 2018	P	125,000	$16.00	A	2,921,734	I	See footnote
Common Stock^F6,F4,F5	Jun 25, 2018	P	125,000	$16.00	A	368,345	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-1 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2018	C	28,895,188	D	—	—	Common Stock	1,047,450	I
Series A-2 Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2018	C	33,022,786	D	—	—	Common Stock	1,197,076	I
Series B Convertible Preferred Stock^F1,F2,F3	—	Jun 25, 2018	C	15,233,315	D	—	—	Common Stock	552,208	I
Series B Convertible Preferred Stock^F1,F4,F5	—	Jun 25, 2018	C	6,712,986	D	—	—	Common Stock	243,345	I

Explanation of responses

F1Each 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.
F2These 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. The Reporting Person, 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.
F3The Reporting Person and 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.
F4These 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. The Reporting Person and each of the Managers may be deemed to have shared voting and investment power with respect to these securities.
F5Each 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.
F6On 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.

Remarks

The Reporting Person will no longer be a 10% reporter but will continue to be a director reporter.