Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 3:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)
APREA
therapeutics, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value
(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:
* 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. 03836J102
1
|
Name of Reporting
Person
Redmile Group, LLC
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(A) ¨
(B) ¨
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
Delaware
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting
Power
0
|
6
|
Shared Voting
Power
1,268,718 (1)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive
Power
1,268,718 (1)
|
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,268,718 (1)
|
10
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class
Represented by Amount in Row (9)
5.99%(2)
|
12
|
Type of Reporting
Person (See Instructions)
IA, OO
|
|
|
|
|
(1)
Redmile Group, LLC’s beneficial ownership of the Issuer’s Common Stock (“Common Stock”) is comprised
of 1,268,718 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by
Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager
of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially
owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership
of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(2)
Percentage based on 21,186,827 shares of Common Stock outstanding as of November 23, 2020, as reported by the Issuer in
its Form S-3/A filed with the Securities and Exchange Commission on November 24, 2020 (the “Form S-3/A”).
CUSIP No. 03836J102
1
|
Name of Reporting
Person
Jeremy C. Green
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(A) ¨
(B) ¨
|
3
|
SEC Use Only
|
4
|
Citizenship
or Place of Organization
United Kingdom
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
5
|
Sole Voting
Power
0
|
6
|
Shared Voting
Power
1,268,718 (3)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive
Power
1,268,718 (3)
|
9
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,268,718 (3)
|
10
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class
Represented by Amount in Row (9)
5.99%(4)
|
12
|
Type of Reporting
Person (See Instructions)
IN, HC
|
|
|
|
|
(3)
Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 1,268.718 shares of Common Stock owned by certain
private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may
be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately
managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile
Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or
his pecuniary interest in such shares, if any.
(4)
Percentage based on 21,186,827 shares of Common Stock outstanding as of November 23, 2020, as reported by the Issuer in
the Form S-3/A.
Item 1.
(a)
|
Name of Issuer
|
|
|
Aprea Therapeutics, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
|
535 Boylston Street
|
|
Boston, Massachusetts 02116
|
Item 2.
(a)
|
Names of Persons Filing
|
|
|
Redmile Group, LLC
Jeremy C. Green
|
|
(b)
|
Address of Principal Business office or, if None, Residence
|
|
|
Redmile Group, LLC
|
|
One Letterman Drive
|
|
Building D, Suite D3-300
|
|
The Presidio of San Francisco
|
|
San Francisco, California 94129
|
|
|
Jeremy C. Green
|
|
c/o Redmile Group, LLC
|
|
One Letterman Drive
|
|
Building D, Suite D3-300
|
|
The Presidio of San Francisco
|
|
San Francisco, California 94129
|
|
Redmile Group, LLC: Delaware
|
|
Jeremy C. Green: United Kingdom
|
(d)
|
|
Title of Class of Securities
|
|
Common Stock, $0.001 par value
|
|
|
Item 3.
|
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:
|
|
(a)
|
¨
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
|
|
(b)
|
¨
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(c)
|
¨
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
|
|
(d)
|
¨
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
|
|
|
|
(e)
|
x
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
(f)
|
¨
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
x
|
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
(h)
|
¨
|
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
¨
|
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);
|
|
|
|
|
|
(j)
|
¨
|
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
(k)
|
¨
|
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:
__________
|
|
(a) Amount beneficially
owned:
|
|
|
|
Redmile Group, LLC
– 1,268,718*
|
|
|
Jeremy C. Green – 1,268,718*
|
|
|
(b) Percent of
class:
|
|
|
|
Redmile Group, LLC – 5.99%**
|
|
|
Jeremy C. Green – 5.99%**
|
|
|
|
(c) Number of shares
as to which Redmile Group, LLC has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
1,268,718*
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
|
|
|
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
|
|
|
1,268,718*
|
|
|
|
Number of shares as to which Jeremy C.
Green has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
1,268,718*
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of:
|
|
|
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
|
|
|
1,268,718*
|
|
*
|
Redmile
Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s
Common Stock is comprised of 1,268,718 shares of Common Stock owned by certain private
investment vehicles and/or separately managed accounts managed by Redmile Group, LLC,
which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as
investment manager of such private investment vehicles and/or separately managed accounts.
The reported securities may also be deemed beneficially owned by Jeremy C. Green as the
principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial
ownership of these shares, except to the extent of its or his pecuniary interest in such
shares, if any.
|
|
**
|
Percentage based
on 21,186,827 shares of Common Stock outstanding as of November 23, 2020, as reported
by the Issuer in the Form S-3/A.
|
|
Item 5.
|
Ownership of Five Percent or Less
of a Class.
|
|
|
|
|
|
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 5 percent
of the class of securities, check the following ¨
|
|
Item 6.
|
Ownership of More than Five Percent
on Behalf of Another Person.
|
|
|
|
|
|
N/A.
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
|
|
|
|
|
See the response to Item 4.
|
|
Item 8.
|
Identification and Classification
of Members of the Group.
|
|
|
|
|
|
N/A
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
|
|
N/A
|
|
Item 10.
|
Certifications.
|
|
|
|
|
|
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
|
By:
|
/s/
Jeremy C. Green
|
|
Name: Jeremy C. Green
Title: Managing Member
|
|
|
/s/
Jeremy C. Green
|
|
|
Jeremy C. Green
|
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