SEC Form 3: McIlwain Matthew S claimed ownership of 6,342,875 units of Common Stock
$ARYA
Business Services
Finance
| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/09/2021 |
3. Issuer Name and Ticker or Trading Symbol
Nautilus Biotechnology, Inc. [ NAUT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 322,105 | D | |
| Common Stock | 5,798,394 | I | By Madrona Venture Fund VI, LP(1) |
| Common Stock | 222,376 | I | By Madrona Venture Fund VI-A, LP(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Option (Right to Buy) | (3) | 01/31/2031 | Common Stock | 36,280 | 10 | D | |
| Explanation of Responses: |
| 1. Shares held by Madrona Venture Fund VI, LP ("Madrona Fund VI"). Madrona Investment Partners VI, L.P. ("Madrona Partners VI") is the general partner of Madrona Fund VI, and Madrona VI General Partner, LLC ("Madrona VI LLC") is the general partner of Madrona Partners VI. The reporting person, is a managing member of Madrona VI LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2. Shares held by Madrona Venture Fund VI-A, LP ("Madrona Fund VI-A"). Madrona Partners VI is the general partner of Madrona Fund VI-A, and Madrona VI LLC is the general partner of Madrona Partners VI. The reporting person, is a managing member of Madrona VI LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of benefical ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 3. Subject to reporting person's continuous status as a "Service Provider" (as defined in the Nautilus Subsidiary, Inc. 2017 Equity Incentive Plan) through the applicable vesting date, one hundred percent (100%) of the shares subject to the Option shall vest on the earlier of (a) the one (1) year anniversary of the Vesting Commencement Date (as defined below) and (b) the day immediately before the date of the next annual meeting of stockholders of the Company (or in the event of a merger or consolidation involving the Company in which the Company is a wholly-owned subsidiary immediately following such merger or consolidation, the next annual meeting of stockholders of the Company's parent). The Vesting Commencement Date is January 31, 2021. |
| Remarks: |
| Exhibit 24: Power of Attorney |
| /s/ Anna Mowry, as Attorney-in-Fact | 06/09/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||