SEC FORM 3

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^*

SHANNON TIMOTHY M

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2019

3. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	445,866	⁽¹⁾	I	See footnote⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	743,110	⁽¹⁾	I	See footnote⁽²⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	729,599	⁽¹⁾	I	See footnote⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	285,867	⁽¹⁾	I	See footnote⁽²⁾

Explanation of Responses:

1. The reported securities are convertible into shares of Common Stock on a 1-for-8.0338 basis at the holder's election and will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering, and have no expiration date.

2. The reported securities are held directly by Canaan X L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners X LLC ("Canaan X", and together with the Canaan Fund, the "Canaan Entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. The Reporting Person, a manager and member of Canaan X, serves as the representative of the Canaan Entities on the Issuer's board of directors. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest therein, if any, in such securities by virtue of the limited liability company interest he owns in Canaan X.

Remarks:

Exhibit 24 - Power of Attorney

	By: /s/ Janine MacDonald, Attorney-in-Fact for Timothy M. Shannon	05/08/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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