Nautilus Biotechnology, Inc. — Director's Dealing 2021

Jun 9, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Posard Matthew L. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.43	2029-02-28	Common Stock (166891.0)		Direct
Stock Option (Right to Buy)	$1.14	2030-10-15	Common Stock (65305.0)		Direct
Stock Option (Right to Buy)	$10.0	2031-01-31	Common Stock (36280.0)		Direct

Footnotes

F1: Shares held by the Matthew and Elizabeth Posard Trust. The reporting person is the Trustee of the Matthew and Elizabeth Posard Trust.

F2: 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.

F3: 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.

F4: 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.