Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
Upon the consummation of the Transactions, and in accordance with the terms of
the Business Combination Agreement, each director of ARYA, other than Michael
Altman, and each executive officer of ARYA ceased serving in such capacities and
seven new directors were appointed to the Board. The Board was divided into
three staggered classes of directors and each director was assigned to one of
the three classes. At each annual meeting of the stockholders, a class of
directors will be elected for a three-year term to succeed the directors of the
same class whose terms are then expiring. The terms of the directors will expire
upon the election and qualification of successor directors at the annual meeting
of stockholders to be held during the year 2022 for Class I directors, 2023 for
Class II directors and 2024 for Class III directors. Sujal Patel, Vijay Pande,
and Michael Altman were appointed as Class I directors, Parag Mallick, Farzad
Nazem, and Matthew McIlwain were appointed as Class II directors and Melissa
Epperly and Matthew Posard were appointed as Class III directors.
Furthermore, effective as of the Effective Time, the Board established three
standing committees: an audit committee, a compensation committee and a
nominating and corporate governance committee. The members of our audit
committee are Mr. McIlwain, Mr. Posard and Ms. Epperly, and Ms. Epperly serves
as the chairperson of the audit committee. The members of the compensation
committee are Mr. Altman, Mr. Nazem and Mr. Posard, and Mr. Posard is the
chairperson of the compensation committee. The members of the nominating and
corporate governance committee are Mr. McIlwain and Mr. Pande, and Mr. McIlwain
is the chairperson of the nominating and corporate governance committee.
A description of the compensation of the directors of Old Nautilus and of ARYA
before the consummation of the Transactions is set forth in the Proxy
Statement/Prospectus in the section titled "  Nautilus Director Compensation  "
beginning on page 253 of the Proxy Statement/Prospectus and the subsection
titled "Executive Compensation and Director Compensation and Other Interests" in
the section titled "  Information About ARYA  ," beginning on page 186 of the
Proxy Statement/Prospectus, respectively, and that information is incorporated
herein by reference.
Following the Transactions, pursuant to New Nautilus' outside director
compensation policy (the "Outside Director Compensation Policy"), each
non-employee director will receive an annual retainer of $40,000, an annual
retainer of $40,000 for serving as chair of the Board, a $20,000 annual retainer
for serving as the chair of the audit committee, a $10,000 annual retainer for
serving as a member of the audit committee, a $14,000 annual retainer for
serving as the chair of the compensation committee, a $7,000 annual retainer for
serving as a member of the compensation committee, a $10,000 annual retainer for
serving as the chair of the nominating and corporate governance committee, and a
$5,000 annual retainer for serving on the nominating and corporate governance
committee, in each case to be paid quarterly in arrears and prorated based on
the number of actual days served on the Board or applicable committee. Each
non-employee director who serves as a committee chair of the Board will receive
the cash retainer fee as the chair of the committee but not the cash retainer
fee as a member of that committee, provided that the non-employee director who
serves as the non-employee chair of the Board will receive the annual retainer
fees for such role as well as the annual retainer fee for service as a
non-employee director. The above-listed fees for service as non-employee chair
of the Board or a chair or member of any committee are payable in addition to
the non-employee director retainer. In addition, each non-employee director will
receive, on the first trading day immediately after the date of each New
Nautilus annual meeting of stockholders, an annual award of stock options to
purchase shares of New Nautilus common stock (the "Annual Award"). The Annual
Award will have an aggregate grant date fair value (determined in accordance
with U.S. GAAP) of $185,000, except if an individual began service as a
non-employee director after the date of the Annual Meeting that occurred
immediately prior to such Annual Meeting (or if there is no such prior Annual
Meeting, then after the date of the Closing), then the Annual Award granted to
such non-employee director will be prorated based on the number of whole months
that the individual served as a non-employee director prior to the Annual
Award's grant date during the 12 month period immediately preceding such Annual
Meeting. Each Annual Award will be scheduled to vest as to 1/12th of the shares
of Common Stock subject to such award on a monthly basis following the Annual
Award's grant date, on the
                                       25
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same day of the month as the grant date, subject to continued services to New
Nautilus through the applicable vesting dates.
Pursuant to the Outside Director Compensation Policy, Mr. Altman was also
granted an initial award of stock options to purchase shares of New Nautilus
common stock (the "Initial Award") with an aggregate grant date fair value
(determined in accordance with U.S. GAAP) of $370,000 in connection with the
closing of the Transactions, as set forth in the Proxy Statement/Prospectus in
the subsection titled "Director Compensation Policy" in the section titled
"  Nautilus Director Compensation  " on page 255 of the Proxy
Statement/Prospectus and that information is incorporated herein by reference.
Executive Officers
Upon consummation of the Transactions, the following individuals were appointed
to serve as executive officers of New Nautilus:
Name                                                                Position
Sujal Patel                                 Chief Executive Officer, President, and Secretary
Parag Mallick                               Chief Scientist
Anna Mowry                                  Chief Financial Officer and Treasurer
Nick Nelson                                 Chief Business Officer and Senior Vice President,
                                            Business Development
Subra Sankar                                Senior Vice President, Product Development
Matt Murphy                                 General Counsel


Reference is made to the disclosure described in the Proxy Statement/Prospectus
in the section titled "  Management Following the Business Combination  ,"
beginning on page 257 of the Proxy Statement/Prospectus, which is incorporated
herein by reference.
Nautilus Biotechnology, Inc. 2021 Equity Incentive Plan
At the special meeting of ARYA stockholders held on June 8, 2021, ARYA
stockholders considered and approved the Nautilus Biotechnology, Inc. 2021
Equity Incentive Plan (the "2021 Plan"). The 2021 Plan allows New Nautilus to
make equity and equity-based incentive awards to officers, employees,
non-employee directors and consultants. The Board anticipates that providing
such persons with a direct stake in New Nautilus will assure a closer alignment
of the interests of such individuals with those of New Nautilus and its
stockholders, thereby stimulating their efforts on New Nautilus' behalf and
strengthening their desire to remain with New Nautilus.
Subject to the adjustment provisions contained in the 2021 Plan and the
evergreen provision described below, a total of 16,182,600 shares of New
Nautilus Common Stock are initially reserved for issuance pursuant to the 2021
Plan. In addition, the shares reserved for issuance under the 2021 Plan include
any shares of Nautilus Common Stock subject to awards of stock options or other
awards that were assumed in the Merger (or "assumed awards") that, on or after
the effective date of the Merger, are terminated, canceled, expire or otherwise
terminate without having been exercised in full, are tendered to or withheld by
New Nautilus for payment of an exercise price or for tax withholding
obligations, or are forfeited to or repurchased by New Nautilus due to failure
to vest (provided that the maximum number of shares that may be added to the
2021 Plan pursuant to this sentence is 7,500,000 shares). The number of shares
available for issuance under the 2021 Plan also will include an annual increase,
or the evergreen feature, on the first day of each of New Nautilus' fiscal
years, beginning with New Nautilus' fiscal year 2022, equal to the least of:
•18,672,200 shares of New Nautilus Common Stock;
                                       26
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•a number of shares equal to 5% of the outstanding shares of New Nautilus Common
Stock as of the last day of the immediately preceding fiscal year; or
•such number of shares as the Board or its designated committee may determine no
later than the last day of New Nautilus' immediately preceding fiscal year.
Shares issuable under the 2021 Plan will be authorized, but unissued, or
reacquired shares of New Nautilus Common Stock. If an award expires or becomes
unexercisable without having been exercised in full, is surrendered pursuant to
an exchange program, or, with respect to restricted stock, restricted stock
units, or performance awards, is forfeited to or repurchased due to failure to
vest, the unpurchased shares (or for awards other than stock options or stock
appreciation rights, the forfeited or repurchased shares) will become available
for future grant or sale under the 2021 Plan. With respect to stock appreciation
rights, only the net shares actually issued will cease to be available under the
2021 Plan and all remaining shares under stock appreciation rights will remain
available for future grant or sale under the 2021 Plan. Shares that actually
have been issued under the 2021 Plan under any award will not be returned to the
2021 Plan; except if shares issued pursuant to awards of restricted stock,
restricted stock units, or performance awards are repurchased or forfeited, such
shares will become available for future grant under the 2021 Plan. Shares used
to pay the exercise price of an award or satisfy the tax liabilities or
withholding obligations related to an award (which withholdings may be in
amounts greater than the minimum statutory amount required to be withheld as
determined by the administrator of the 2021 Plan) will become available for
future grant or sale under the 2021 Plan. To the extent an award is paid out in
cash rather than shares, such cash payment will not result in a reduction in the
number of shares available for issuance under the 2021 Plan.
If any dividend or other distribution (whether in cash, shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
reclassification, repurchase, or exchange of shares or other securities of New
Nautilus, issuance of warrants or other rights to acquire securities of New
Nautilus, other change in the corporate structure of New Nautilus affecting the
shares, or any similar equity restructuring transaction affecting the shares
occurs (other than any ordinary dividends or other ordinary distributions), the
administrator of the 2021 Plan, to prevent diminution or enlargement of the
benefits or potential benefits intended to be provided under the 2021 Plan, will
adjust the number and class of shares that may be delivered under the 2021 Plan;
the number, class, and price of shares covered by each outstanding award; and
the numerical share limits contained in the 2021 Plan.
A more complete summary of the terms of the 2021 Plan is set forth in the Proxy
Statement/Prospectus in the section titled "T  he     Incentive Award Plan
Proposal  " beginning on page 140 of the Proxy Statement/Prospectus. That
summary and the foregoing description of the 2021 Plan does not purport to be
complete and is qualified in its entirety by reference to the text of the 2021
Plan, which is attached as Exhibit 10.4 hereto and incorporated herein by
reference.
Nautilus Biotechnology, Inc. Employee Stock Purchase Plan
At the special meeting of ARYA stockholders held on June 8, 2021, ARYA
stockholders considered and approved the Nautilus Biotechnology, Inc. Employee
Stock Purchase Plan (the "ESPP"). An aggregate of 1,244,900 shares of Common
Stock will be reserved and available for issuance under the ESPP. The number of
shares of New Nautilus Common Stock available for issuance under the ESPP will
be increased on the first day of each fiscal year beginning with the 2022 fiscal
year in an amount equal to the least of (a) 3,734,500 shares of New Nautilus
Common Stock, (b) a number of shares of New Nautilus Common Stock equal to 1% of
the outstanding shares of all classes of New Nautilus Common Stock on the last
day of the immediately preceding fiscal year, or (c) an amount determined by the
administrator. Shares issuable under the ESPP will be authorized, but unissued,
or reacquired shares of New Nautilus Common Stock. If our capital structure
changes because of a stock dividend, stock split or similar event, the number of
shares that can be issued under the ESPP will be appropriately adjusted.
A more complete summary of the terms of the ESPP is set forth in the Proxy
Statement/Prospectus in the section titled "  The Employee Stock Purchase Plan
Proposal  " beginning on page 149 of the Proxy Statement/Prospectus. That
summary and the foregoing description of the ESPP does not purport to be
complete and is qualified in its
                                       27
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entirety by reference to the text of the ESPP, which is attached as Exhibit 10.5
hereto and incorporated herein by reference.
Employment Arrangements with Named Executive Officers
The Company is party to confirmatory employment letters with each of Sujal
Patel, its Chief Executive Officer, Anna Mowry, its Chief Financial Officer and
Subra Sankar, its Senior Vice President of Product Development, each of its
named executive officers. The material terms of these agreements with Mr. Patel,
Ms. Mowry and Dr. Sankar are described below.
Sujal Patel
In connection with the Transactions, Nautilus entered into a confirmatory
employment letter with Mr. Patel, its Chief Executive Officer. The confirmatory
. . .


Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
In connection with the Transactions, on June 9, 2021, the Board approved and
adopted a new Code of Business Conduct and Ethics applicable to all employees,
officers and directors of the Company. A copy of the Code of Business Conduct
and Ethics can be found on the Company's website at http://www.nautilus.bio. New
Nautilus intends to disclose future amendments to such code, or any waivers of
its requirements, applicable to any principal executive officer, principal
financial officer, principal accounting officer or controller or persons
performing similar functions or its directors on its website identified above or
in a current report on Form 8-K. Information contained on the website is not
incorporated by reference herein and should not be considered to be part of this
Current Report on Form 8-K. The inclusion of New Nautilus' website address in
this Current Report on Form 8-K is an inactive textual reference only.
Item 5.06. Change in Shell Company Status.

As a result of the Transactions, New Nautilus ceased to be a shell company upon
the Closing. The material terms of the Transactions are described in the section
entitled "  Business Combination Proposal  " beginning on page 88 of the Proxy
Statement/Prospectus and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 9, 2021, Nautilus issued a press release announcing the consummation of
its previously announced business combination. A copy of such press release is
furnished as Exhibit 99.3 hereto.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The unaudited financial statements of ARYA as of and for the three months ended
March 31, 2021 and the related notes are included in ARYA's quarterly report on
Form 10-Q for the quarter ended March 31, 2021 (the "Form 10-Q") that was filed
with the SEC on May 13, 2021 and are incorporated herein by reference and the
audited financial statements of ARYA as of and for the year ended December 31,
2020 are set forth in the Proxy Statement/Prospectus and are incorporated herein
by reference.
The audited financial statements of Old Nautilus as of and for the years ended
December 31, 2020 and 2019, the related notes and report of independent
registered public accounting firm are set forth in the Proxy
Statement/Prospectus beginning on page   F-21   and are incorporated herein by
reference.
The unaudited condensed financial statements of Old Nautilus as of and for the
three months ended March 31, 2021 and 2020 are set forth in Exhibit 99.1 hereto
and are incorporated herein by reference.
(b)Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company
for the year ended December 31, 2020 and as of and for the three months ended
March 31, 2021, is set forth in Exhibit 99.2 hereto and is incorporated herein
by reference.
                                       31
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(d)Exhibits
   Exhibit
    Number                                                   Description

2.1†                   Business Combination Agreement, dated as of

February 7, 2021, by and among ARYA Sciences


                     Acquisition Corp III, Mako Merger Sub, Inc., and

Nautilus Biotechnology, Inc. (incorporated


                     by reference to     Exhibit 2.1     to the     Company

' s Current Report on Form 8-K


                     filed with the SEC on February 8, 2021    ).
3.1                    Certificate of Incorporation of Nautilus Biotechnology, Inc.
3.2                    Bylaws of Nautilus Biotechnology, Inc.
4.1                    Specimen Common Stock Certificate
10.1                   Form of Subscription Agreement (incorporated by reference to     Exhib    it 10.3 to the
                     Compa    ny    '    s Current Repor    t on Form 8-K

filed with the SEC on February 8,


                     2021)    .
10.2                   Form of Amended and Restated Registration Rights and

Lock-Up Agreement (incorporated by


                     reference to     Exhibit 10.2 to the Company    '    s

Current Report on Form 8-K filed with


                     the SEC on February 8, 2021    ).
10.3                   Form of Nautilus Shareholder Transaction Support

Agreement ( incorporated by reference


                     to     Exhibit 10.4     to th    e Co    mpany    '

s Current Report on Form 8-K


                     fil    ed with the SEC on Febr    uary 8, 2021)    .
10.4+                  Nautilus Biotechnology, Inc.     2021 Equity Incentive Plan    .
10.5+                  Nautilus Biotechnology, Inc. 2021 Employee Stock Purchase     Plan.
10.6*+                 Forms of Stock Option Agreement under the Nautilus

Biotechnology, Inc. 2021 Equity


                     Incentive     Plan     (incorporated by refer    ence

to E xhibit 10.7 to the


                       Proxy Statement/Prospect    us)    .
10.7+                  Form of Restricted Stock Unit Agreement under the

Nautilus Biotechnology, Inc. 2021 Equity


                     Incentive Plan     (incorporated by reference to

Exhibit 10. 8 to the Proxy


                     Statement/Prospectus)    .
10.8*+                 Form of Restricted Stock Award Agreement under the

Nautilus Biotechnology, Inc. 2021


                     Equity Incentive Plan     (incorporated by reference

to Exhibit 10. 9 to the Proxy


                     Statement/Prospectus)    .
10.9+                  Nautilus Biotechnology, Inc. 2017 Equity Incentive

Plan and forms of agreements


                     thereunder     (incorporated by reference to Exhibit

10. 11 to the Proxy


                     Statement/Prospectus)    .
10.10+                 Confirmatory Employment Letter between Nautilus

Biotechnology, Inc. and Sujal Patel


                       (incorporated by reference to Exhibit 10.    12

to the Proxy


                     Statement/Prospectus)    .
10.11+                 Confirmatory Employment Letter between Nautilus

Biotechnology, Inc. and Anna Mowry


                       (incorporated by reference to Exhibit 10.    13

to the Proxy


                     Statement/Prospectus)    .
10.12+                 Confirmatory Employment Letter between Nautilus

Biotechnology, Inc. and Subra Sankar


                       (incorporated by reference to Exhibit 10.    15

to the Proxy


                     Statement/Prospectus)    .
10.13+                 Confirmatory Employment Letter between Nautilus

Biotechnology, Inc. and Nick Nelson


                       (incorporated by reference to Exhibit 10.    14

to the Proxy


                     Statement/Prospectus)    .
10.14+                 Confirmatory Employment Letter between Nautilus

Biotechnology, Inc. and Parag Mallick


                       (incorporated by reference to Exhibit 10.    16

to the Proxy


                     Statement/Prospectus)    .
10.15+                 Confirmatory Employment Letter between Nautilus

Biotechnology, Inc. and Matt Murphy


                       (incorporated by reference to Exhibit 10.    1    7

to the Proxy


                     Statement/Prospectus)    .
10.16+                 Change in Control and Severance Agreement between

Nautilus Biotechnology, Inc. and Sujal


                     Patel     (incorporated by reference to Exhibit 10.

18 to the Proxy


                     Statement/Prospectus)    .
10.17*+                Change in Control and Severance Agreement between

Nautilus Biotechnology, Inc. and Anna


                     Mowry     (incorporated by reference to Exhibit 10.

19 to the Proxy


                     Statement/Prospectus)    .
10.18+                 Change in Control and Severance Agreement between

Nautilus Biotechnology, Inc. and Subra


                     Sankar     (incorporated by reference to Exhibit 10.    21     to the Proxy
                     Statement/Prospectus)    .




--------------------------------------------------------------------------------

10.19+               Change in Control and Severance Agreement between

Nautilus Biotechnology, Inc. and Nick


                   Nelson     (incorporated by reference to Exhibit 10.

20 to the Proxy


                   Statement/Prospectus)    .
10.20+               Change in Control and Severance Agreement between

Nautilus Biotechnology, Inc. and Parag


                   Mallick     (incorporated by reference to Exhibit 10.

22 to the Proxy


                   Statement/Prospectus)    .
10.21+               Change in Control and Severance Agreement between

Nautilus Biotechnology, Inc. and Matt


                   Murphy     (incorporated by reference to Exhibit 10.

23 to the Proxy


                   Statement/Prospectus)    .
10.22                Form of New Nautilus Indemnification Agreement

(incorporated by reference to Exhibit


                   10.    24     to the Proxy Statement/Prospectus)    .
10.23                Nautilus Biotechnology, Inc. Executive Incentive

Compensation Plan (incorporated by


                   reference to Exhibit 10.    25     to the Proxy Statement/Prospectus)    .
16.1                 Letter from WithumSmith+Brown, PC to the SEC, dated     June 9    , 2021
99.1                 Unaudited condensed     financial statements of Old

Nautilus as of and for the three


                   months ended March 31, 2021 and 2020.
99.2                 Unaudited pro forma condensed combined financial

information of the Company for the


                   year ended December 31, 2020 and     as of and for the

three months ended March 31,


                   2021.
99.3                 Press release dated June 9, 2021 announcing the

closing of the business combination.




+ Indicates management contract or compensatory plan.
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item
601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon request.

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