Nautilus Biotechnology Inc.

06/04/2026 | Press release | Distributed by Public on 06/04/2026 14:54

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
AH Equity Partners Bio II, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Nautilus Biotechnology, Inc. [NAUT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026
(Street)
MENLO PARK, CA 94025
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 06/02/2026 S 4,615,974 D $2.35 11,682,032 I By AH Bio Fund II, L.P.(1)(2)
Common Stock 06/02/2026 S 384,026 D $2.35 971,885 I By Andreessen Horowitz LSV Fund II, L.P.(3)(4)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AH Equity Partners Bio II, L.L.C.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
Andreessen Horowitz LSV Fund II, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
AH Bio Fund II, L.P.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
AH Equity Partners LSV II, L.L.C.
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
Andreessen Marc L
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X
HOROWITZ BENJAMIN A
C/O ANDREESSEN HOROWITZ
2865 SAND HILL ROAD, SUITE 101
MENLO PARK, CA 94025
X

Signatures

AH Equity Partners Bio II, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer 06/04/2026
**Signature of Reporting Person Date
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
**Signature of Reporting Person Date
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
**Signature of Reporting Person Date
AH Equity Partners LSV II, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer 06/04/2026
**Signature of Reporting Person Date
/s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen 06/04/2026
**Signature of Reporting Person Date
/s/ Phil Hathaway, Attorney-in-Fact for Benjamin Horowitz 06/04/2026
**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 reported securities are held by AH Bio Fund II, L.P. ("AH Bio Fund II"), for itself and as nominee for AH Bio Fund II-B, L.P. AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of AH Bio Fund II and has sole voting and dispositive power with regard to the securities held by AH Bio Fund II for itself and as nominee. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to share voting and dispositive power with respect to the securities held by AH Bio Fund II for itself and as nominee.
(2) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH Bio Fund II for itself and as nominee (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
(3) The reported securities are held by Andreessen Horowitz LSV Fund II, L.P. ("AH LSV Fund II"), for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of AH LSV Fund II and has sole voting and dispositive power with regard to the securities held by AH LSV Fund II for itself and as nominee. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz may be deemed to share voting and dispositive power with respect to the securities held by AH LSV Fund II for itself and as nominee.
(4) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by AH LSV Fund II for itself and as nominee (and this report shall not be deemed an admission that any such person is the beneficial owner of such securities), except to the extent of such person's pecuniary interest therein, if any.
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.
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