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*
New Leaf Venture Management III, L.L.C.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2018
3. Issuer Name and Ticker or Trading Symbol
Aptinyx Inc. [ APTX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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 A-1 Convertible Preferred Stock (1) (1) Common Stock 1,047,450 (1) I See footnotes(2)(3)
Series A-2 Convertible Preferred Stock (1) (1) Common Stock 1,197,076 (1) I See footnotes(2)(3)
Series B Convertible Preferred Stock (1) (1) Common Stock 552,208 (1) I See footnotes(2)(3)
Series B Convertible Preferred Stock (1) (1) Common Stock 243,345 (1) I See footnote(4)
1. Name and Address of Reporting Person*
New Leaf Venture Management III, L.L.C.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
New Leaf Venture Associates III, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
New Leaf Ventures III, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
New Leaf Biopharma Opportunities I, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
New Leaf BPO Associates I, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
7 TIMES SQUARE, SUITE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. All series of convertible preferred stock will automatically convert into the number of shares of the Issuer's common stock on a 27.58621-for-1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
2. These 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 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. Ronald M. Hunt, Vijay K. Lathi, and Liam T. Ratcliffe, a member of the Issuer's board of directors, 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.
3. 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.
4. These 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 NLVB-I and Management-III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLVB-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 Managers may be deemed to have shared voting and investment power with respect to these securities. 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.
New Leaf Venture Management III, L.L.C. /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 06/20/2018
New Leaf Venture Associates III, L.P. By: New Leaf Venture Management III, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 06/20/2018
New Leaf Ventures III, L.P. By: New Leaf Venture Associates III, L.P. By: New Leaf Venture Management III, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 06/20/2018
New Leaf Ventures Biopharma Opportunities I, L.P. By: New Leaf BPO Associates I, L.P. By: New Leaf Venture Management III, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 06/20/2018
New Leaf BPO Associates I, L.P. By: New Leaf Venture Management III, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 06/20/2018
** 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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