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
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Hamill John P.
  2. Issuer Name and Ticker or Trading Symbol
Aprea Therapeutics, Inc. [APRE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SrVP/CFO/Prin Fin & Acct Ofcr
(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   1,010 A $ 7.29 15,503 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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   505   03/13/2024   (2) Common Stock 505 (3) 505 D  
Tranche B Warrant (4) 03/13/2024   P   505   03/13/2024   (5) Common Stock 505 (6) 505 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hamill John P.
3805 OLD EASTON ROAD
DOYLESTOWN, PA 18902		       SrVP/CFO/Prin Fin & Acct Ofcr  

Signatures

 /s/ John Hamill   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: 505 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: 505 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.