SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last)

(First)

(Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nautilus Biotechnology, Inc. [ NAUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.97	06/15/2023		A		45,000		⁽¹⁾	06/15/2033	Common Stock	45,000	$0.00	45,000	I	See footnotes⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last)

(First)

(Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EDELMAN JOSEPH

(Last)

(First)

(Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last)

(First)

(Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

Explanation of Responses:

1. Subject to the continuous status of Mr. Altman as a "Service Provider" (as defined in the Issuer's 2021 Equity Incentive Plan) through each vesting date, the shares subject to the Option shall vest on a monthly basis for twelve consecutive months, on the same day of the month as the Grant Date.

2. Consists of options to purchase shares of the Issuer's common stock awarded to Michael Altman in connection with his role as a member of the Issuer's Board of Directors. Mr. Altman is affiliated with the Advisor. The Advisor may be deemed to have an indirect pecuniary interest in the options to purchase common stock of the Issuer reported herein because the Advisor has the right to receive the director compensation provided in respect of Mr. Altman's board service through a partial management fee offset.

3. Joseph Edelman is the managing member of the Advisor. The Advisor serves as the investment manager of Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Each of Mr. Edelman, the Mater Fund and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of the securities reported on this form, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman, the Master Fund or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Perceptive Advisors LLC, By: Joseph Edelman, its managing member	06/20/2023
	/s/ Joseph Edelman	06/20/2023
	/s/ Joseph Edelman for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member	06/20/2023
	** 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 4 (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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SEC Form 4 filed by Perceptive Advisors Llc