FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Seizinger Bernd R.
  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)
(Last)
(First)
(Middle)
3805 OLD EASTON ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024
(Street)

DOYLESTOWN, PA 18902
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/13/2024   P   6,860 A $ 7.29 33,685 D  

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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 Underlying Securities
(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 of Derivative Security: 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
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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Seizinger Bernd R.
3805 OLD EASTON ROAD
DOYLESTOWN, PA 18902
  X      

Signatures

 /s/ John Hamill, as Attorney-in-Fact   03/14/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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