Pande Vijay Satyanand Form 3 Filed 2021-06-09

SECURITIES AND EXCHANGE COMMISSION

FORM 3

Filing Date: 2021-06-09 | Period of Report: 2021-06-09 SEC Accession No. 0001628280-21-011909

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REPORTING OWNER Pande Vijay Satyanand Mailing Address 2865 SAND HILL ROAD, CIK:1840663 SUITE 101 Type: 3 | Act: 34 | File No.: 001-39434 | Film No.: 211006709 MENLO PARK CA 94025 ISSUER Nautilus Biotechnology, Inc. Mailing Address Business Address 425 PONTIUS AVE N, STE 425 PONTIUS AVE N, STE CIK:1808805| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 202 202 SIC: 6770 Blank checks SEATTLE WA 98109 SEATTLE WA 98109 206-333-2001

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND OMB APPROVAL FORM 3 OMB Number: 3235-0104 EXCHANGE COMMISSION Expires: 02/28/2011 Washington, D.C. 20549 Estimated average burden hours per response 0.5 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * 2. Date of Event Requiring 3. Issuer Name and Ticker or Trading Symbol Statement (Month/Day/ Pande Vijay Satyanand Year) Nautilus Biotechnology, Inc. [NAUT] 06/09/2021 4. Relationship of Reporting Person(s) to Issuer 5. If Amendment, Date Original Filed (Last) (First) (Middle) (Check all applicable) (Month/Day/Year) __X__ Director _____ 10% Owner C/O NAUTILUS BIOTECHNOLOGY, _____ Officer (give title _____ Other (specify INC., 425 PONTIUS AVE N, STE 202 below) below) 6. Individual or Joint/Group Filing (Street) (Check applicable line) __X__ Form Filed by One Reporting Person SEATTLE, WA 98109 _____ Form Filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial Ownership (Instr. 5) Beneficially Owned (Instr. 4) Form: Direct (D) or Indirect (I) (Instr. 5)

Common Stock 16,298,006 I By AH Bio Fund II, L.P. (1) (2) By Andreessen Horowitz LSV Fund II, L.P. Common Stock 1,355,911 I (2) (3)

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 3. Title and Amount of Securities 4. 5. 6. Nature of Indirect Expiration Date (Month/ Underlying Derivative Security (Instr. 4) Conversion Ownership Beneficial Ownership Day/Year) or Exercise Form of (Instr. 5) Price of Derivative Date Expiration Amount or Derivative Security: Exercisable Date Security Direct (D) Title Number of Shares or Indirect (I) (Instr. 5)

Stock Option (Right to Buy) (4) 01/31/2031 Common Stock 36,280 $10 D

Explanation of Responses: 1. The reported securities are held by AH Bio Fund II, L.P., for itself and as nominee for AH Bio Fund II-B, L.P. (collectively, the "AH Bio Fund II Entities"). AH Equity Partners Bio II, L.L.C. ("AH EP Bio II") is the general partner of the AH Bio Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH Bio Fund II Entities. The managing members of AH EP Bio II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the securities held by the AH Bio Fund II Entities.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. Mr. Pande is a member of the general partners of the AH Bio Fund II Entities and the AH LSV Fund II Entities (as defined herein, together, the "Andreessen Horowitz Entities"), but he disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein, if any. 3. The reported securities are held by Andreessen Horowitz LSV Fund II, L.P., for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II") is the general partner of the AH LSV Fund II Entities and has sole voting and dispositive power with regard to the securities held by the AH LSV Fund II Entities. The managing members of AH EP LSV II are Marc Andreessen and Ben Horowitz. Marc Andreessen and Ben Horowitz share voting and dispositive power with respect to the securities held by the AH LSV Fund II Entities. 4. 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 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. Remarks: Exhibit 24: Power of Attorney

Signatures /s/ Anna Mowry, as Attorney-in-Fact 06/09/2021 ** 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.

The undersigned, as a Section 16 reporting person of Nautilus Biotechnology, Inc. (the "Company"), hereby constitutes and appoints Sujal Patel, Anna Mowry, Matt Murphy, Zachary Myers, Robert F. Kornegay, and Ben Capps the undersigned's true and lawful attorneys-in-fact to:

1. complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and

2. do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of June, 2021.

Signature: /s/ Vijay Pande

Print Name: Vijay Pande