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*
Posard Matthew L.

(Last) (First) (Middle)
C/O NAUTILUS BIOTECHNOLOGY, INC.
425 PONTIUS AVE N, STE 202

(Street)
SEATTLE WA 98109

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2021
3. Issuer Name and Ticker or Trading Symbol
Nautilus Biotechnology, Inc. [ NAUT ]
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)
Common Stock 100,000 I See Footnote(1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 02/28/2029 Common Stock 166,891 0.43 D
Stock Option (Right to Buy) (3) 10/15/2030 Common Stock 65,305 1.14 D
Stock Option (Right to Buy) (4) 01/31/2031 Common Stock 36,280 10 D
Explanation of Responses:
1. Shares held by the Matthew and Elizabeth Posard Trust. The reporting person is the Trustee of the Matthew and Elizabeth Posard Trust.
2. Subject to reporting person's continuous status as a "Service Provider" (as defined in the Nautilus Subsidiary, Inc. 2017 Equity Incentive Plan (the "Plan")) through each vesting date, one thirty-sixth (1/36th) of the shares subject to the Option shall vest monthly over the next thirty-six (36) months on the same day of the month as the Vesting Commencement Date (as defined below). Notwithstanding the foregoing, in the event of a Change in Control (as defined in the Plan) that occurs while the reporting person is a Service Provider, 100% of the total number of shares subject to the Option that have not yet vested shall immediately vest and be fully exercisable, effective as of immediately prior to the Change in Control (as defined in the Plan). The Vesting Commencement Date is February 1, 2019.
3. Subject to reporting person's continuous status as a "Service Provider" (as defined in the Plan) through each vesting date, one-forty eighth (1/48th) of the shares subject to the Option shall vest monthly over the next forty-eight (48) months on the same day of the month as the Vesting Commencement Date (as defined below). Notwithstanding the foregoing and anything to the contrary in the Plan, in the event of a Change in Control (as defined in the Plan) of the Company, 100% of the total number of shares subject to the Option shall vest and become immediately exercisable; provided that reporting person's continuous status as a "Service Provider" (as defined in the Plan) has not been terminated prior to such time. The Vesting Commencement Date is September 1, 2020.
4. Subject to reporting person's continuous status as a "Service Provider" (as defined in the Company's 2017 Equity Incentive Plan (the "Plan")) through the applicable vesting date, one hundred percent (100%) of the shares subject to the Option shall vest on the earlier of (a) the one (1) year anniversary of the Vesting Commencement Date (as defined below) and (b) the day immediately before the date of the next annual meeting of stockholders of the Company (or in the event of a merger or consolidation involving the Company in which the Company is a wholly-owned subsidiary immediately following such merger or consolidation, the next annual meeting of stockholders of the Company's parent). The Vesting Commencement Date is January 31, 2021.
Remarks:
Exhibit 24: Power of Attorney
/s/ Anna Mowry, as Attorney-in-Fact 06/09/2021
** 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.