AMENDMENT No. 1 to
Aptinyx Inc.
Elisha (“Terry”) P. Gould III
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams
Street Partners, LLC
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
5,395,9961 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
5,395,9961 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,395,9961 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
8.0%2
| 14 | Type
of Reporting Person (See Instructions): |
IA
(1) Represents shares of common stock
held by the other Reporting Persons included in this Schedule 13D for which Adams Street Partners, LLC has voting and dispositive power.
(2) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street Partnership Fund – 2002 U.S. Fund, L.P.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
82,079 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
82,079 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 82,079 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent (1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names of Reporting Persons: I.R.S.
Identification Nos. of Above Persons (entities only): |
Adams Street Partnership Fund – 2003 U.S. Fund, L.P.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
75,336 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
75,336 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 75,336 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names of Reporting Persons: I.R.S.
Identification Nos. of Above Persons (entities only): |
Adams Street Partnership Fund – 2004 U.S. Fund, L.P.
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 |
Citizenship or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
58,192 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
58,192 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 58,192 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street Partnership Fund - 2005 U.S. Fund, L.P.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
81,061 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
81,061 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 81,061 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names of Reporting Persons: I.R.S.
Identification Nos. of Above Persons (entities only): |
Brinson Partnership Fund – 2004 Primary Fund, L.P.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
4,808 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
4,808 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 4,808 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names of Reporting Persons: I.R.S.
Identification Nos. of Above Persons (entities only): |
UBS Asset Management Trust Company as Trustee
of The Brinson Non-U.S. Partnership Fund Trust- 2004 Primary Fund
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Illinois |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
10,022 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
10,022 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 10,022 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
OO
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names of Reporting Persons: I.R.S.
Identification Nos. of Above Persons (entities only): |
2004 Primary Brinson Partnership Fund Offshore
Series Company Ltd.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Cayman Islands |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
3,227 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
3,227 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 3,227 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
CO
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names of Reporting Persons: I.R.S.
Identification Nos. of Above Persons (entities only): |
The
Bank Of New York Mellon as Trustee for the HP Inc. Master Trust
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Illinois |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
50,643 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
50,6431 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 50,643 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
OO
(1)
Based on the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and
Exchange Commission on May 18, 2023, there were 67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams
Street 2008 Direct Fund, L.P.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
249,791 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
249,791 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 249,791 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams
Street 2009 Direct Fund, L.P.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
216,053 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
216,053 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 216,053 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street 2010 Direct Fund, L.P.
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
122,728 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
122,728 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 122,728 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street 2011 Direct Fund LP
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
106,754 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
106,754 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 106,754 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street 2012 Direct Fund LP
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
691,176 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
691,176 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 691,176 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
1.0%(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street 2013 Direct Fund LP
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
522,837 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
522,837 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 522,837 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams
Street 2014 Direct Fund LP
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
711,151 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
711,151 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 711,151 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
1.1%(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street 2015 Direct Venture/Growth Fund LP
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
504,708 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
504,708 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 504,708 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street 2016 Direct Venture/Growth Fund LP
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
439,714 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
439,714 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 439,714 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
Less
than one percent(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
SCHEDULE 13D
CUSIP No. 03836N103
| 1 | Names
of Reporting Persons: I.R.S. Identification
Nos. of Above Persons (entities only): |
Adams Street Venture/Growth Fund VI LP
| 2 | Check
the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source
of Funds (See Instruction): OO |
| 5 | Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship
or Place of Organization: Delaware |
|
Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With |
7 |
Sole Voting Power: |
| |
1,465,716 |
| |
|
| 8 |
Shared Voting Power: |
| |
-- |
| |
|
| 9 |
Sole Dispositive Power: |
| |
1,465,716 |
| |
|
| 10 |
Shared Dispositive Power: |
| |
-- |
| |
|
| 11 | Aggregate
Amount Beneficially Owned by Each Reporting Person: 1,465,716 |
| 12 | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent
of Class Represented by Amount in Row (11): |
2.2%(1)
| 14 | Type
of Reporting Person (See Instructions): |
PN
(1) Based on the Issuer’s Quarterly
Report on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on May 18, 2023, there were
67,715,718 shares of common stock of the Issuer outstanding as of May 15, 2023.
Item 1. Security
and Issuer.
This Amendment
No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D that was filed with the Securities
and Exchange Commission on January 17, 2020 by the entities (each a “Reporting Person”) set forth on the cover pages of this
Schedule 13D (the “Original 13D” and as amended and supplemented by this Amendment, the “Schedule 13D”).
The Schedule 13D relates to the common stock (the “Common Stock”) of Aptinyx Inc., a Delaware corporation (the “Issuer”
or “Registrant”). The address of the principal executive offices of the Issuer is 909 Davis Street, Suite 600,
Evanston, Illinois 60201; its telephone number is (847) 871-0377. Only those items that are hereby reported are amended; all other items
reported in the Original 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in
all other items, as applicable. Terms defined in the Original 13D are used herein as so defined.
Item 2. Identity and Background.
(a) This
Schedule 13D is being jointly filed by the entities set forth on the cover pages of this Schedule 13D (each a “Reporting Person”).
Adams Street Partners, LLC may be deemed
to beneficially own the shares of Common Stock held by each of the following Reporting Persons as the managing member of the general partner
of each such Reporting Person: Adams Street Partnership Fund – 2002 U.S. Fund, L.P.; Adams Street Partnership Fund – 2003
U.S. Fund, L.P.; Adams Street Partnership Fund – 2004 U.S. Fund, L.P.; Adams Street Partnership Fund – 2005 U.S. Fund, L.P.;
Brinson Partnership Fund – 2004 Primary Fund, L.P.; Adams Street 2008 Direct Fund, L.P.; Adams Street 2009 Direct Fund, L.P.; and
Adams Street 2010 Direct Fund, L.P.
Adams Street Partners, LLC may be deemed
to beneficially own the shares held by each of the following Reporting Persons as managing member of the general partner of the general
partner of each such Reporting Person: Adams Street 2011 Direct Fund LP; Adams Street 2012 Direct Fund LP; Adams Street 2013 Direct Fund
LP; Adams Street 2014 Direct Fund LP; Adams Street 2015 Direct Venture/Growth Fund LP; Adams Street 2016 Direct Venture/Growth Fund LP;
and Adams Street Venture/Growth Fund VI LP.
Adams Street Partners, LLC may be deemed
to beneficially own the shares of Common Stock held by each of the following Reporting Persons as the investment sub-adviser of each of
the Reporting Persons: UBS Asset Management Trust Company, as the trustee of The Brinson Non-U.S. Partnership Fund Trust- 2004 Primary
Fund; the 2004 Primary Brinson Partnership Fund Offshore Series Company Ltd.; and, The Bank Of New York Mellon as Trustee for the HP Inc.
Master Trust.
Thomas S. Bremner, Jeffrey T. Diehl,
Brian Dudley, Elisha P. Gould, Robin Murray, and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof),
may be deemed to have shared voting and investment power over the shares of Common Stock held by each of the Reporting Persons. Adams
Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Brian Dudley, Elisha P. Gould, Robin Murray, and Fred Wang disclaim beneficial
ownership of the shares held by each of the Reporting Persons except to the extent of their pecuniary interest therein.
(b) The
principal business address for each Reporting Person and the individuals listed on Schedule A is One North Wacker Drive, Suite 2700, Chicago,
Illinois 60606.
(c) The
principal occupation of each of the persons set forth on Schedule A hereto is the venture capital and growth equity investment business.
The information set forth in Schedule A hereto is incorporated herein by reference. Elisha P. Gould III is a director of the Issuer.
(d) None
of the Reporting Persons, and to the best of the knowledge of the Reporting Persons, none of the individuals listed on Schedule A, has
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e) During
the last five years, none of the Reporting Persons, and to the best of the knowledge of the Reporting Persons, none of the individuals
listed on Schedule A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a
result of such proceeding, each Reporting Person and to the best of the knowledge of the Reporting Persons, each individual on Schedule
A, has not been and is not now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each
of the Reporting Persons is a Delaware entity, except that UBS Asset Management Trust Company, the Trustee of The Brinson Non-U.S. Partnership
Fund Trust-2004 Primary Fund and The Bank Of New York Mellon as Trustee for the HP Inc. Master Trust, are Illinois corporations, and 2004
Primary Brinson Partnership Fund Offshore Series Company Ltd. is a Cayman Islands corporation.
Item 5. Interests in Securities of the Issuer
(a,b) For information regarding beneficial
ownership, see the information presented on the cover pages of this Schedule 13D.
The shares of Common Stock beneficially
owned by Adams Street Partners, LLC that are reported on this Schedule 13D include all of the other shares that are beneficially owned
by each of the other Reporting Persons as Adams Street Partners, LLC may be deemed to beneficially own the shares held by them. Adams
Street Partners, LLC disclaims beneficial ownership except to the extent of its pecuniary interest in such shares.
(c) The Reporting Persons have not effected
any transactions in the Common Stock of the Issuer in the last 60 days.
(d) Under certain circumstances set
forth in the organizational documents of the Reporting Persons, the general partner, members and limited partners of the reporting persons
may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entities
of which they are a partner.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 27, 2023
ADAMS STREET PARTNERS, LLC
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
Adams Street Partnership
Fund – 2002 U.S. Fund, L.P.
By: Adams Street Partners, LLC, its General Partner
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET PARTNERSHIP FUND – 2003 U.S. FUND, L.P.
By: Adams Street Partners, LLC, its General Partner
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET PARTNERSHIP FUND – 2004 U.S. FUND, L.P.
By: Adams Street Partners, LLC, its General Partner
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET PARTNERSHIP FUND – 2005 U.S. FUND, L.P.
By: Adams Street Partners, LLC, its General Partner
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
BRINSON PARTNERSHIP FUND
– 2004 Primary Fund, L.P.
By: Adams Street Partners, LLC, its General Partner
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
BRINSON NON-U.S. PARTNERSHIP FUND TRUST– 2004 PRIMARY FUND
By: Adams Street Partners, LLC, as investment sub-adviser
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
2004 PRIMARY BRINSON PARTNERSHIP FUND OFFSHORE SERIES COMPANY LTD.
By: Adams Street Partners, LLC, as investment
sub-adviser
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
THE BANK OF NEW YORK MELLON AS TRUSTEE FOR THE HP INC. MASTER TRUST
By: Adams Street Partners, LLC, as investment
sub-adviser
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2008 DIRECT FUND, L.P.
By: ASP 2008 Direct Management LLC, its General
Partner
By: Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2009 DIRECT FUND, L.P.
By: ASP 2009 Direct Management LLC, its General
Partner
By: Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2010 DIRECT FUND, L.P.
By:
ASP 2010 Direct Management LLC, its General Partner
By:
Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2011 DIRECT FUND LP
By: ASP 2011 Direct Management LP, its General
Partner
By:
ASP 2011 Direct Management LLC, its General Partner
By: Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2012 DIRECT FUND LP
By: ASP 2012 Direct Management LP, its General
Partner
By:
ASP 2012 Direct Management LLC, its General Partner
By: Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2013 DIRECT FUND LP
By: ASP 2013 Direct Management LP, its General
Partner
By:
ASP 2013 Direct Management LLC, its General Partner
By: Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2014 DIRECT FUND LP
By: ASP 2014 Direct Management LP, its General
Partner
By:
ASP 2014 Direct Management LLC, its General Partner
By: Adams Street Partners, LLC, its Managing
Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2015 DIRECT VENTURE/GROWTH FUND LP
By: ASP 2015 Direct Management LP, its General
Partner
By:
ASP 2015 Direct Management LLC, its General Partner
By:
Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP
By: ASP 2016 Direct Management LP, its General
Partner
By:
ASP 2016 Direct Management LLC, its General Partner
By:
Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
ADAMS STREET VENTURE/GROWTH FUND VI LP
By: ASP VG Management VI LP, its General Partner
By: ASP VG Management VI LLC, its General Partner
By: Adams Street Partners, LLC, its Managing Member
| By: |
/s/ Sara Robinson Dasse |
|
Name: Sara Robinson Dasse
Title: Executive Vice President
Schedule A
| NAME |
|
PRINCIPAL OCCUPATION OR EMPLOYMENT |
|
| Thomas S. Bremner |
|
Partner, Adams Street Partners, LLC |
|
| Jeffrey T. Diehl |
|
Partner, Adams Street Partners, LLC |
|
| Brian Dudley |
|
Partner, Adams Street Partners, LLC |
|
| Elisha P. Gould III |
|
Partner, Adams Street Partners, LLC |
|
| Robin P. Murray |
|
Partner, Adams Street Partners, LLC |
|
| Fred Wang |
|
Partner, Adams Street Partners, LLC |
|
The address
of each individual listed is One North Wacker Drive, Suite 2700, Chicago, IL 60606-2823. Each of the individuals is a citizen of
the United States.