SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O ANDREESSEN HOROWITZ |
| 2865 SAND HILL ROAD, SUITE 101 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nautilus Biotechnology, Inc.
[ NAUT ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2026
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
06/02/2026 |
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S |
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4,615,974 |
D |
$2.35
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11,682,032 |
I |
By AH Bio Fund II, L.P.
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| Common Stock |
06/02/2026 |
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S |
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384,026 |
D |
$2.35
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971,885 |
I |
By Andreessen Horowitz LSV Fund II, L.P.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| C/O ANDREESSEN HOROWITZ |
| 2865 SAND HILL ROAD, SUITE 101 |
(Street)
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1. Name and Address of Reporting Person*
| C/O ANDREESSEN HOROWITZ |
| 2865 SAND HILL ROAD, SUITE 101 |
(Street)
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1. Name and Address of Reporting Person*
| C/O ANDREESSEN HOROWITZ |
| 2865 SAND HILL ROAD, SUITE 101 |
(Street)
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1. Name and Address of Reporting Person*
| C/O ANDREESSEN HOROWITZ |
| 2865 SAND HILL ROAD, SUITE 101 |
(Street)
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1. Name and Address of Reporting Person*
| C/O ANDREESSEN HOROWITZ |
| 2865 SAND HILL ROAD, SUITE 101 |
(Street)
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1. Name and Address of Reporting Person*
| C/O ANDREESSEN HOROWITZ |
| 2865 SAND HILL ROAD, SUITE 101 |
(Street)
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| Explanation of Responses: |
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AH Equity Partners Bio II, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer |
06/04/2026 |
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Andreessen Horowitz LSV Fund II, L.P., By AH Equity Partners LSV II, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer |
06/04/2026 |
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AH Bio Fund II, L.P., By AH Equity Partners Bio II, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer |
06/04/2026 |
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AH Equity Partners LSV II, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer |
06/04/2026 |
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/s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen |
06/04/2026 |
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/s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz |
06/04/2026 |
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** 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
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). |
| 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. |
ex24-06042026_080637.htm
POWER OF ATTORNEY
The undersigned individual (the “Reporting Person”) hereby authorizes and designates each entity affiliated with AH Capital Management, L.L.C., or such other person or entity as is designated in writing by Marc Andreessen (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of the Reporting Person individually, or jointly together with other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that the Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (collectively, the “Companies”).
The Reporting Person hereby further authorizes and designates Phil Hathaway (the “Authorized Signatory”) to execute and file on behalf of the Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.
The authority of the Designated Filer and the Authorized Signatory under this Document with respect to the Reporting Person shall continue until the Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. The Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.
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June 23, 2023
| By:
| /s/ Marc Andreessen
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| Marc Andreessen
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ex24-06042026_080639.htm
POWER OF ATTORNEY
The undersigned individual (the "Reporting Person") hereby authorizes and designates each entity affiliated with AH Capital Management, L.L.C., or such other person or entity as is designated in writing by Benjamin Horowitz (the "Designated Filer") as the beneficial owner to prepare and file on behalf of the Reporting Person individually, or jointly together with other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that the Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act") and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (collectively, the "Companies").
The Reporting Person hereby further authorizes and designates Phil Hathaway (the "Authorized Signatory") to execute and file on behalf of the Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.
The authority of the Designated Filer and the Authorized Signatory under this Document with respect to the Reporting Person shall continue until the Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. The Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act.
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June 22, 2023
| By:
| /s/ Benjamin Horowitz
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| Benjamin Horowitz
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