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^*

Khuong Chau Quang

(Last)

(First)

(Middle)

C/O NEXTCURE, INC.

9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)

BELTSVILLE

20705

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2019

3. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC ]

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

X	Director	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)

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 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	445,866	⁽¹⁾	I	By OrbiMed Private Investments VI, LP⁽²⁾
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	743,110	⁽¹⁾	I	By OrbiMed Private Investments VI, LP⁽²⁾
Series A-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	729,599	⁽¹⁾	I	By OrbiMed Private Investments VI, LP⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	442,438	⁽¹⁾	I	By OrbiMed Private Investments VI, LP⁽²⁾

Explanation of Responses:

1. The reported securities are convertible into shares of Common Stock on a 1-for-8.0338 basis at the holder's election, will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering, and have no expiration date.

2. OrbiMed Capital GP VI LLC ("GP VII") is the general partner of OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. The Reporting Person is an employee of OrbiMed Advisors. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein. Each of GP VI, OrbiMed Advisors and the Reporting Person disclaims beneficial ownership of the shares held by OPI VI, except to the extent of its or his pecuniary interest therein, if any.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Chau Q. Khuong	05/08/2019
	** 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 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.