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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/13/2019 | C | 278,759 | A | (1) | 278,759 | D(2) | |||
| Common Stock | 05/13/2019 | C | 464,599 | A | (1) | 743,358 | D(2) | |||
| Common Stock | 05/13/2019 | C | 908,785 | A | (1) | 1,652,143 | D(2) | |||
| Common Stock | 05/13/2019 | C | 469,713 | A | (1) | 2,121,856 | D(2) | |||
| Common Stock | 05/13/2019 | P | 400,000 | A | $15 | 2,521,856 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-1 Preferred Stock | (1) | 05/13/2019 | C | 2,239,500 | (1) | (1) | Common Stock | 278,759 | (1) | 0 | D(2) | ||||
| Series A-2 Preferred Stock | (1) | 05/13/2019 | C | 3,732,500 | (1) | (1) | Common Stock | 464,599 | (1) | 0 | D(2) | ||||
| Series A-3 Preferred Stock | (1) | 05/13/2019 | C | 7,301,000 | (1) | (1) | Common Stock | 908,785 | (1) | 0 | D(2) | ||||
| Series B-1 Preferred Stock | (1) | 05/13/2019 | C | 3,773,585 | (1) | (1) | Common Stock | 469,713 | (1) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported securities automatically converted into shares of Common Stock on a 1-for-8.0338 basis upon the closing of the Issuer's initial public offering and had no expiration date. |
| 2. The shares are held directly by Sofinnova Venture Partners IX, L.P. ("SVP IX"). Sofinnova Management IX, L.L.C. ("SM IX") is the general partner of SVP IX and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by SVP IX. Dr. James I. Healy, Michael F. Powell, Ph.D., and Dr. Anand Mehra are the managing members of SM IX and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by SVP IX. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of his, her or its proportionate pecuniary interest therein. |
| /s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P | 05/14/2019 | |
| /s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C. | 05/14/2019 | |
| /s/ Nathalie Auber, attorney-in-fact for James I. Healy | 05/14/2019 | |
| /s/ Nathalie Auber, attorney-in-fact for Anand Mehra | 05/14/2019 | |
| /s/ Nathalie Auber, attorney-in-fact for Michael F. Powell | 05/14/2019 | |
| ** 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. | ||
| 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. | ||