Nautilus Biotechnology, Inc. — Director's Dealing 2021

Jun 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nautilus Biotechnology, Inc. ([NAUT])
CIK: 0001808805
Period of Report: 2021-06-09

Reporting Person: ALTMAN MICHAEL SETH (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-09	Common Stock	C	3647500	—	Acquired	3647500	Indirect
2021-06-09	Class A ordinary shares	C	499000	—	Disposed	0	Indirect
2021-06-09	Common Stock	C	499000	—	Acquired	499000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-09	Class B ordinary shares	$	C	3647500	Disposed		Class A ordinary shares (3647500)	Indirect
2021-06-09	Stock Option (Right to buy)	$11.16	A	44435	Acquired	2031-06-09	Common Stock (44435)	Direct

Footnotes

F1: In connection with the Business Combination Agreement, dated February 7, 2021, by and among ARYA Sciences Acquisition Corp III ("ARYA"), Mako Merger Sub, Inc. and Nautilus Biotechnology, Inc. (the transactions contemplated thereby, the "Business Combination"), ARYA domesticated as a Delaware corporation (the "Domestication") and changed its name to "Nautilus Biotechnology, Inc." ("Nautilus"). In connection with the Domestication, ARYA Sciences Holdings III's (the "Sponsor") Class B ordinary shares, par value $0.0001 per share, of ARYA, which were previously convertible into Class A ordinary shares of ARYA (as described in ARYA's registration statement on Form S-1 (File No. 333-239986) under the heading "Description of Securities--Founder Shares"), were automatically converted into shares of common stock of Nautilus, par value $0.0001 per share, on a one-for-one basis.

F2: The securities reported herein are held by the Sponsor. The Sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman (the "Reporting Person"). As such, Mr. Stone and the Reporting Person have voting and investment discretion with respect to securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: In connection with the Business Combination, the Sponsor's private placement shares, par value $0.0001 per share, of ARYA automatically converted into shares of common stock of Nautilus, par value $0.0001 per share, on a one-for-one basis.

F4: In connection with the appointment of the Reporting Person to the board of directors of Nautilus (the "Board"), the Board granted on June 9, 2021 the Reporting Person an Initial Award (as defined in the Company's Outside Director Compensation Policy and in accordance with Nautilus' 2021 Equity Incentive Plan (the "Plan"). Subject to the Reporting Person's continuous status as a "Service Provider" (as defined in the the Plan), the Initial Award is scheduled to vest as to one thirty-sixth (1/36th) of the shares of common stock subject to the Initial Award on a monthly basis following the Initial Award's grant date on the same day of the month as such grant date (or on the last day of the month, if there is no corresponding day in such month). The grant date is June 9, 2021.