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*
HealthCap VII, L.P.

(Last) (First) (Middle)
C/O HEALTHCAP VII GP S.A.
18 AVENUE OF D'OUCHY

(Street)
LAUSANNE V8 CH-1006

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2019
3. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [ APRE ]
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)
Common Stock 10,559 I See footnote(1)
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 B Convertible Preferred Stock (2) (2) Common Stock 1,661,382 (2) I See footnote(1)
Series C Convertible Preferred Stock (2) (2) Common Stock 427,496 (2) I See footnote(1)
1. Name and Address of Reporting Person*
HealthCap VII, L.P.

(Last) (First) (Middle)
C/O HEALTHCAP VII GP S.A.
18 AVENUE OF D'OUCHY

(Street)
LAUSANNE V8 CH-1006

(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*
HealthCap VII GP S.A.

(Last) (First) (Middle)
C/O HEALTHCAP VII GP S.A.,
18 AVENUE OF D'OUCHY

(Street)
LAUSANNE V8 CH-1006

(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. The securities are directly held by HealthCap VII L.P. (the "Fund"). HealthCap VII GP S.A. (the "General Partner") is the sole general partner of the Fund. Johan Christenson has an interest in HCSA and is an employee of HealthCap VII Advisor AB. Each of the General Partner and Dr. Christenson disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that the General Partner or Dr. Christenson is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
2. Each share of preferred stock may be converted at any time, at the option of the holder, into a share of common stock. The preferred stock will automatically convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering.
Remarks:
Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney
/s/ HealthCap VII L.P., By: Louis Rambo, attorney-in-fact 10/02/2019
/s/ HealthCap VII GP S.A., By: Louis Rambo, attorney-in-fact 10/02/2019
** 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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