SEC Filing | Adaptive Biotechnologies

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

VIKING GLOBAL INVESTORS LP

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2019

3. Issuer Name and Ticker or Trading Symbol
Adaptive Biotechnologies Corp [ ADPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,425,000	I	See Explanation of Responses⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,908,945	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,524,350	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,007,740	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Series F-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	290,572	⁽¹⁾	I	See Explanation of Responses⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

VIKING GLOBAL INVESTORS LP

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Viking Global Opportunities Illiquid Investments Sub-Master LP

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Viking Global Opportunities Portfolio GP LLC

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Viking Global Opportunities GP LLC

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HALVORSEN OLE ANDREAS

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ott David C.

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Shabet Rose Sharon

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, upon the closing of its initial public offering (the "IPO"), each share of convertible preferred stock will be automatically converted into shares of common stock of the Issuer ("Common Stock") on a one-to-one basis. The 38,156,607 shares of stock reported on this form will convert into 38,156,607 shares of Common Stock upon the closing of the IPO.

2. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI"), Viking Global Performance LLC ("VGP"), Viking Long Fund GP LLC ("VLFGP") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds, including Viking Global Equities II LP ("VGE II"), ("VGEM"), Viking Long Fund Master Ltd. ("VLFM") and Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund," and together with VLFM, VGEM and VGE II, the "Viking Funds").

3. VGP is the general partner of VGE II. Opportunities Portfolio GP is the general partner of Opportunities Fund. VLFGP serves as the investment manager of VLFM. Each of the Viking Funds, VGI, VGP, VLFGP, Opportunities Portfolio GP, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively, the "Reporting Persons") may be deemed to beneficially own the shares reported on this form.

4. VGEM directly holds 14,006,625 shares of Series D Preferred Stock, 10,789,973 shares of Series E Preferred Stock, 1,411,467 shares of Series F Preferred Stock and 197,888 shares of Series F-1 Preferred Stock. VGE II directly holds 285,850 shares of Series D Preferred Stock, 220,204 shares of Series E Preferred Stock, 28,805 shares of Series F Preferred Stock and 4,039 shares of Series F-1 Preferred Stock. VLFM directly holds 4,616,470 shares of Series D Preferred Stock, 4,514,173 shares of Series E Preferred Stock, 567,468 shares of Series F Preferred Stock and 88,645 shares of Series F-1 Preferred Stock. Opportunities Fund directly holds 1,425,000 shares of Common Stock.

5. VGI provides managerial services to the Viking Funds. Because of the relationship between VGI and the Viking Funds, VGI may be deemed to beneficially own the shares directly held by the Viking Funds. VGP is the general partner of VGE II and the investment manager of VGEM. Because of the relationships between VGP and VGE II and VGEM, respectively, VGP may be deemed to beneficially own the shares directly held by VGE II and VGEM. VLFGP serves as the investment manager of VLFM. Because of the relationship between VLFGP and VLFM, VLFGP may be deemed to beneficially own the shares directly held by VLFM.

6. Opportunities Portfolio GP is the general partner of Opportunities Fund. Because of the relationship between Opportunities Portfolio GP and Opportunities Fund, Opportunities Portfolio GP may be deemed to beneficially own the shares held directly by Opportunities Fund. Opportunities GP is the sole owner of Opportunities Portfolio GP. Because of the relationship between Opportunities GP and Opportunities Portfolio GP, Opportunities GP may be deemed to beneficially own the shares held directly by Opportunities Fund.

7. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

(8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Each of O. Andreas Halvorsen, David C. Ott and Rose S. Shabet is signing individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP. (10) Because no more than 10 reporting persons can file any one Form 3 through the SEC's EDGAR system, VGP, VGE II, VGEM, VLFGP and VLFM have jointly filed with the Reporting Persons on a separate Form 3 filing submitted on the same day hereof.

	/s/ O. Andreas Halvorsen (8)(9)	06/26/2019
	/s/ David C. Ott (8)(9)	06/26/2019
	/s/ Rose S. Shabet (8)(9)	06/26/2019
	** Signature of Reporting Person	Date
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