Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 3:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
APREA THERAPEUTICS INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
03836J102
(CUSIP Number)
DECEMBER
31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 503459604
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page 2 of 10
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
New Emerging Medical Opportunities Fund III, L.P., an exempted limited partnership
Sectoral GP III, L.P., general partner of New Emerging Medical
Opportunities Fund III, L.P
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization :
New Emerging Medical Opportunities Fund III, L.P.: Cayman Islands
Sectoral GP III, L.P.: Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power 163,681
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6.
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Shared Voting Power -0-
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7.
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Sole Dispositive Power 163,681
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8.
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Shared Dispositive Power -0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 163,681
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
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11.
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Percent of Class Represented by Amount in Row (9) 0.77%
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12.
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Type of Reporting Person (See Instructions)
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PN
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CUSIP No. 503459604
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page 3 of 10
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sectoral Asset Management Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization : Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power 163,681
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6.
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Shared Voting Power -0-
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7.
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Sole Dispositive Power 163,681
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8.
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Shared Dispositive Power -0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 163,681
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
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11.
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Percent of Class Represented by Amount in Row (9) 0.77%
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12.
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Type of Reporting Person (See Instructions)
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IA
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CUSIP No. 503459604
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page
4 of 10
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jérôme G. Pfund
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization : Swiss
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power 163,681
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6.
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Shared Voting Power -0-
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7.
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Sole Dispositive Power 163,681
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8.
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Shared Dispositive Power -0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 163,681
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
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11.
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Percent of Class Represented by Amount in Row (9) 0.77%
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12.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 503459604
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page 5
of 10
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Michael L. Sjöström
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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¨
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(b)
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¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization : Swiss
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power 163,681
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6.
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Shared Voting Power -0-
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7.
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Sole Dispositive Power 163,681
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8.
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Shared Dispositive Power -0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 163,681
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).
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11.
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Percent of Class Represented by Amount in Row (9) 0.77%
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12.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 503459604
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page
6 of 10
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Item
1.
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(a)
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Name
of Issuer:
Aprea Therapeutics, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices:
535 Boylston Street, Boston, MA 02116, United States
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Item
2.
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(a)
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Name
of Person(s) Filing:
New
Emerging Medical Opportunities Fund III, L.P.
Sectoral GP III, L.P.
Sectoral Asset Management Inc.
Jérôme G. Pfund
Michael L. Sjöström
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(b)
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Address
of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is:
1610-1010 Sherbrooke St. West, Montreal QC, H3A 2R7 Canada
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(c)
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Citizenship:
New
Emerging Medical Opportunities Fund III, L.P is organized under the laws of the Cayman
Islands
Sectoral GP III, L.P. is organized under the laws of Canada
Sectoral Asset Management Inc. is a Canadian corporation
Jérôme G. Pfund is a Swiss citizen
Michael L. Sjöström is a Swiss citizen
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(d)
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Title
of Class of Securities:
Common Stock
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(e)
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CUSIP
Number:
03836J102
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Item 3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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¨
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An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding
company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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CUSIP No. 503459604
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page
7 of 10
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(h)
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¨
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A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
___________________
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New Emerging
Medical Opportunities Fund III, L.P (“Nemo III”) is record owner of 163,681 common shares of the Issuer (“Nemo
III shares”). Sectoral Asset Management Inc. is the investment adviser of Nemo III, and by virtue of such status may
be deemed to be the beneficial owner of the Nemo III shares (240.13d-3(a)). Sectoral Asset Management Inc, in its capacity
as investment adviser to Nemo III, has the sole right to dispose of or vote the number of shares of common stock of the Issuer
set forth in this filing, and is the owner of the general partner (Sectoral GP III L.P.) of Nemo III. Jérôme
G. Pfund and Michael L. Sjöström, together, indirectly hold majority of shares of Sectoral Asset Management Inc.
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(a)
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Amount
beneficially owned:
New
Emerging Medical Opportunities Fund III, L.P.: 163,681 shares
Sectoral GP III, L.P.: 163,681 shares
Sectoral Asset Management Inc.: 163,681 shares
Jérôme G. Pfund: 163,681 shares
Michael L. Sjöström: 163,681 shares
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(b)
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Percent
of class:
New
Emerging Medical Opportunities Fund III, L.P.: 0.77%
Sectoral GP III, L.P.: 0.77%
Sectoral Asset Management Inc.: 0.77%
Jérôme G. Pfund: 0.77%
Michael L. Sjöström: 0.77%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
New
Emerging Medical Opportunities Fund III, L.P.: 163,681 shares
Sectoral GP III, L.P.: 163,681 shares
Sectoral Asset Management Inc.: 163,681 shares
Jérôme G. Pfund: 163,681 shares
Michael L. Sjöström: 163,681 shares
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CUSIP No. 503459604
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page
8 of 10
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(ii)
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Shared
power to vote or to direct the vote:
Not applicable
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(iii)
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Sole
power to dispose or to direct the disposition of:
New
Emerging Medical Opportunities Fund III, L.P.: 163,681 shares
Sectoral GP III, L.P.: 163,681 shares
Sectoral Asset Management Inc.: 163,681 shares
Jérôme G. Pfund: 163,681 shares
Michael L. Sjöström: 163,681 shares
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(iv)
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Shared
power to dispose or to direct the disposition of:
Not applicable.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following x
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
See
Item 4.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person.
Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
Not
applicable.
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Item
10.
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Certification.
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Not applicable
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CUSIP No. 503459604
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page
9 of 10
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SIGNATURE
After
reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: February
11, 2021
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SECTORAL ASSET MANAGEMENT INC.
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/s/Marc-Andre
Marcotte
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By: Marc-Andre
Marcotte
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Its: Chief
Operating Officer
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Dated: February
11, 2021
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/s/Jérôme
G. Pfund
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Jérôme
G. Pfund
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Dated: February
11, 2021
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/s/Michael
L. Sjöström
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Michael L. Sjöström
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CUSIP No. 503459604
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page
10 of 10
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Exhibit A
AGREEMENT
Each
of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees
that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each
of the undersigned of the shares of common stock of Aprea Therapeutics, Inc. and that the Schedule 13G to which this Agreement
is appended as Exhibit A is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned
on or about the date hereof.
EXECUTED
as a sealed instrument this 11th day of February 2021.
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SECTORAL ASSET MANAGEMENT INC.
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/s/Marc-Andre
Marcotte
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By: Marc-Andre
Marcotte
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Its: Chief
Operating Officer
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/s/Jérôme
G. Pfund
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Jérôme
G. Pfund
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/s/Michael
L. Sjöström
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Michael L. Sjöström
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