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* YAO TONY DUNG LING (Last) (First) (Middle) C/O PRECISION BIOSCIENCES, INC. 302 E. PETTIGREW STREET, SUITE A-100 (Street) DURHAM NC 27701 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/27/2019	3. Issuer Name and Ticker or Trading Symbol PRECISION BIOSCIENCES INC [ DTIL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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) X Form filed by One Reporting Person 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	4,450(1)	(1)	D
Series B Preferred Stock	(1)	(1)	Common Stock	114,570	(1)	I	By ArrowMark Life Science Fund, LP(2)
Series B Preferred Stock	(1)	(1)	Common Stock	4,450(1)	(1)	I	By THB Iron Rose, LLC Life Science Portfolio(3)

Explanation of Responses:

1. Each share of Series B Preferred Stock is convertible at the holder's election into approximately 0.468452971537734 share of the common stock of Precision BioSciences, Inc. (the "Issuer") (on an adjusted basis, after giving effect to the 1-for-2.134686 reverse stock split effected by the Issuer in connection with its initial public offering) and has no expiration date. The Series B Preferred Stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. These securities are held of record by ArrowMark Life Science Fund, LP (the "ArrowMark Fund"), and ArrowMark Colorado Holdings LLC ("ArrowMark Colorado") is an investment advisor to the ArrowMark Fund. The reporting person is employed as a portfolio manager for ArrowMark Colorado and has direct voting and dispositive control over the shares held by the ArrowMark Fund. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

3. These securities are held of record by THB Iron Rose, LLC Life Science Portfolio (the "THB Fund"), and ArrowMark Colorado is an investment advisor to the THB Fund. The reporting person is employed as a portfolio manager for ArrowMark Colorado and has direct voting and dispositive control over the shares held by the THB Fund. The reporting person disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Abid Ansari, Attorney-in-fact for Tony Dung-Ling Yao	03/27/2019
	** 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 5 (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.
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LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Michael P. Saber, Heyward D. Armstrong, Amanda L. Keister, and Abid
Ansari, and each of them singly, as the undersigned's true and lawful
attorneys-in-fact with full power and authority as hereinafter described to:

1.	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or stockholder of Precision BioSciences, Inc. (the
"Company"), (i) Forms 3, 4, and 5 (including amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder, (ii) Form 144 in accordance with Rule
144 under the Securities Act of 1933, as amended (the "Securities Act"), and
(iii) Schedules 13D and 13G (including amendments thereto) in accordance with
Sections 13(d) and 13(g) of the Exchange Act and the rules thereunder;

2.	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5
(including amendments thereto), Form 144, or Schedule 13D or 13G (including
amendments thereto) and timely file such form with the United States Securities
and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including, but not limited to, executing a Form ID for and on behalf of the
undersigned and filing such Form ID with the SEC; and

3.	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all the acts such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the Exchange Act or Rule 144 under the Securities Act.

The undersigned hereby revokes any and all prior powers of attorney executed for
this purpose.  This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4, and 5
(including amendments thereto), Form 144, and Schedules 13D and 13G (including
amendments thereto) 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 each of the foregoing
attorneys-in-fact.  In addition, at such time as any attorney-in-fact (i) ceases
to serve as an employee or counsel of the Company or any subsidiary of the
Company or (ii) resigns as attorney-in-fact by the execution of a written
resignation delivered to the undersigned or the Company, without any action on
the part of the undersigned, this Limited Power of Attorney shall be partially
revoked solely with respect to such individual; such individual shall cease to
be an attorney-in-fact under this Limited Power of Attorney; and the authority
of the other attorneys-in-fact then existing hereunder shall remain in full
force and effect.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of this 17th day of October, 2018.

		By: /s/ Tony Yao

Print Name: Tony Yao