Amendment: SEC Form SCHEDULE 13D/A filed by Nautilus Biotechnolgy Inc.
$NAUT
Biotechnology: Laboratory Analytical Instruments
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Nautilus Biotechnology, Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
63909J108 (CUSIP Number) |
Sujal Patel 2701 Eastlake Avenue East, Seattle, WA, 98102 206-333-2001 Zachary B. Myers Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road Palo Alto, CA, 94304 650-493-9300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 63909J108 |
| 1 |
Name of reporting person
Sujal Patel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
20,297,732.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
15.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Items 7, 9, and 11 above consists of 10,064,488 shares of Common Stock directly owned by Sujal Patel, 5,280,476 shares of Common Stock directly owned by PFV I, LLC ("PFV") and a total of 3,138,733 shares of Common Stock issuable upon exercise of options. Of such options to purchase shares, 1,701,231 shares shall be vested and exercisable within 60 days of March 3, 2025. Mr. Patel has sole voting and dispositive power over the shares held by PFV and is the manager of PFV.
Items 8, 10, and 11 above consists of 1,814,035 shares of Common Stock directly owned by the Sujal Patel 2020 Children's Trust, u/a/d December 3, 2020 (the "Patel Trust"). Mr. Patel and his spouse share voting and dispositive power over the shares held by the Patel Trust and each of Mr. Patel and his spouse is a trustee of the Patel Trust.
Item 13 above is based on the quotient obtained by dividing (a) the aggregate number of shares of Common Stock beneficially owned by Mr. Patel by (b) the sum of (i) 126,148,469 shares of Common Stock outstanding as of February 21, 2025, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on February 27, 2025, and (ii) the 3,138,733 shares of Common Stock issuable upon exercise of options held by Mr. Patel. The aggregate number of shares of Common Stock beneficially owned by Mr. Patel as set forth in clauses "(a)" and "(b)" of this footnote are treated as outstanding shares of Common Stock only for the purpose of computing the percentage ownership of Mr. Patel.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Nautilus Biotechnology, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2701 Eastlake Avenue East, Seattle,
WASHINGTON
, 98102. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed on June 16, 2021, as amended by Amendment No. 1 filed on March 1, 2023 (the "Schedule 13D") by Sujal Patel (the "Reporting Person") relating to the Common Stock of Nautilus Biotechnology, Inc. (the "Issuer"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D, the Reporting Person beneficially owns an aggregate of 20,297,732 shares of Common Stock, or 15.7% of the Issuer's outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on a total of 126,148,469 shares of Common Stock outstanding as of February 21, 2025 plus 3,138,733 shares of Common Stock issuable upon exercise of options held by the Reporting Person.
1,701,231 of the Reporting Person's options to purchase shares of Common Stock are exercisable within 60 days of March 3, 2025. The unvested options to purchase shares of Common Stock vest over time subject to the Reporting Person's continued service through each vesting date. If, during the period beginning three months before a change in control through the one-year anniversary of a change in control, the Reporting Person's employment with the Issuer is terminated either (x) by the Issuer without cause, and excluding by reason of the Reporting Person's death or disability or (y) by the Reporting Person for good reason, then 100% of any unvested shares shall immediately vest. | |
| (b) | The Reporting Person and the Reporting Person's spouse share voting and dispositive power with respect to 1,814,035 shares of Common Stock owned by the Patel Trust. The Reporting Person has sole voting and dispositive power with respect to 15,344,964 shares of Common Stock and options to purchase 3,138,733 shares of Common Stock. | |
| (c) | On March 3, 2025, the Reporting Person was granted an option to purchase 650,000 shares of the Issuer's Common Stock. Except for such option grant, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Power of Attorney | ||
| 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.
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