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^*

Seizinger Bernd R.

(Last)

(First)

(Middle)

3805 OLD EASTON ROAD

(Street)

DOYLESTOWN

18902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [ APRE ]

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)
03/13/2024

4. 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 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)
Common Stock	03/13/2024		P		6,860	A	$7.29	33,685	D

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)
Tranche A Warrant	⁽¹⁾	03/13/2024		P		3,430		03/13/2024	⁽²⁾	Common Stock	3,430	⁽³⁾	3,430	D
Tranche B Warrant	⁽⁴⁾	03/13/2024		P		3,430		03/13/2024	⁽⁵⁾	Common Stock	3,430	⁽⁶⁾	3,430	D

Explanation of Responses:

1. The exercise price of the Tranche A Warrants is as follows: 3,430 shares of the Company's common stock at the exercise price of $7.29 per share or warrants for an exercise price of $7.29 minus $0.001 per share.

2. Tranche A Warrants shall expire on March 13, 2027; provided, however, that (A) if (i) the Company publicly announces, the recommended Phase 2 dose for ATRN-119, and (ii) the daily VWAP of the Common Stock equals or exceeds $14.58 per share for any 30 consecutive Trading Day period commencing on or after the Trading Day on which the announcement was made, then the Termination Date shall be 30 days following the date on which both (i) and (ii) above have occurred.

3. The purchase price for the Tranche A Warrants is included in the purchase price for the shares of Common Stock reflected in Table I above.

4. The exercise price of the Tranche B Warrants is as follows: 3,430 shares of the Company's common stock at the exercise price of $9.1125 per share or warrants for an exercise price of $9.1125 minus $0.001 per share.

5. Tranche B Warrants shall expire on March 13, 2029; provided, however, that (A) if (i) the Company publicly announces, the recommended Phase 2 dose for APR-1051, and (ii) the daily VWAP of the Common Stock equals or exceeds $18.225 per share for any 30 consecutive Trading Day period commencing on or after the Trading Day on which the announcement was made, then the Termination Date shall be 30 days following the date on which both (i) and (ii) above have occurred.

6. The purchase price for the Tranche B Warrants is included in the purchase price for the shares of Common Stock reflected in Table I above.

	/s/ John Hamill, as Attorney-in-Fact	03/14/2024
	** 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).
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