SEC FORM 3

SEC Form 3

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^*

Gould Terry P

(Last)

(First)

(Middle)

C/O APTINYX INC.

909 DAVIS STREET, SUITE 600

(Street)

EVANSTON

60201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2018

3. Issuer Name and Ticker or Trading Symbol
Aptinyx Inc. [ APTX ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	249,791	I	See footnote⁽¹⁾⁽¹²⁾
Common Stock	216,053	I	See footnote⁽²⁾⁽¹²⁾
Common Stock	122,728	I	See footnote⁽³⁾⁽¹²⁾
Common Stock	106,754	I	See footnote⁽⁴⁾⁽¹²⁾
Common Stock	52,139	I	See footnote⁽⁵⁾⁽¹²⁾
Common Stock	39,440	I	See footnote⁽⁷⁾⁽¹²⁾
Common Stock	53,646	I	See footnote⁽⁸⁾⁽¹²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	159,749	⁽⁶⁾	I	See footnote⁽⁵⁾⁽¹²⁾
Series A-2 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	182,568	⁽⁶⁾	I	See footnote⁽⁵⁾⁽¹²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	121,331	⁽⁶⁾	I	See footnote⁽⁵⁾⁽¹²⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	120,841	⁽⁶⁾	I	See footnote⁽⁷⁾⁽¹²⁾
Series A-2 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	138,103	⁽⁶⁾	I	See footnote⁽⁷⁾⁽¹²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	91,781	⁽⁶⁾	I	See footnote⁽⁷⁾⁽¹²⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	164,365	⁽⁶⁾	I	See footnote⁽⁸⁾⁽¹²⁾
Series A-2 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	187,844	⁽⁶⁾	I	See footnote⁽⁸⁾⁽¹²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	124,838	⁽⁶⁾	I	See footnote⁽⁸⁾⁽¹²⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	126,168	⁽⁶⁾	I	See footnote⁽⁹⁾⁽¹²⁾
Series A-2 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	144,192	⁽⁶⁾	I	See footnote⁽⁹⁾⁽¹²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	95,827	⁽⁶⁾	I	See footnote⁽⁹⁾⁽¹²⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	109,921	⁽⁶⁾	I	See footnote⁽¹⁰⁾⁽¹²⁾
Series A-2 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	125,623	⁽⁶⁾	I	See footnote⁽¹⁰⁾⁽¹²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	83,487	⁽⁶⁾	I	See footnote⁽¹⁰⁾⁽¹²⁾
Series A-1 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	366,404	⁽⁶⁾	I	See footnote⁽¹¹⁾⁽¹²⁾
Series A-2 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	418,745	⁽⁶⁾	I	See footnote⁽¹¹⁾⁽¹²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	278,290	⁽⁶⁾	I	See footnote⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. The shares are held directly by Adams Street 2008 Direct Fund, L.P. ("AS 2008").

2. The shares are held directly by Adams Street 2009 Direct Fund, L.P. ("AS 2009").

3. The shares are held directly by Adams Street 2010 Direct Fund, L.P. ("AS 2010").

4. The shares are held directly by Adams Street 2011 Direct Fund LP ("AS 2011").

5. The shares are held directly by Adams Street 2012 Direct Fund LP ("AS 2012").

6. All series of convertible preferred stock will automatically convert into the number of shares of the Issuer's common stock on a 27.58621-for-1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.

7. The shares are held directly by Adams Street 2013 Direct Fund LP ("AS 2013").

8. The shares are held directly by Adams Street 2014 Direct Fund LP ("AS 2014").

9. The shares are held directly by Adams Street 2015 Direct Venture/Growth Fund LP ("AS 2015").

10. The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").

11. The shares are held directly by Adams Street Venture/Growth Fund VI, LP ("ASVG VI").

12. Adams Street Partners, LLC is the managing member of the general partner of each of AS 2008, AS 2009, and AS 2010, and the managing member of the general partner of the general partner of AS 2011, AS 2012, AS 2013, AS 2014, AS 2015, AS 2016 and ASVG VI. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert, each of whom is a partner of Adams Street Partners, LLC (or subsidiary thereof), may be deemed to have shared voting and investment power over the above-listed shares. Mr. Gould is a member of the Issuer's Board of Directors. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray, Fred Wang and Michael R. Zappert disclaim beneficial ownership of the shares held by each of the aforementioned funds except to the extent of their pecuniary interests therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Terry P. Gould	06/20/2018
	** 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.
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