DTIL Precision BioSciences Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * KANE MATTHEW R.	2. Issuer Name and Ticker or Trading Symbol PRECISION BIOSCIENCES INC [ DTIL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) C/O PRECISION BIOSCIENCES, INC., 302 E. PETTIGREW STREET, SUITE A-100	3. Date of Earliest Transaction (MM/DD/YYYY) 2/18/2021
(Street) DURHAM, NC 27701 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	2/18/2021		M		21514	A	$0.04	1899151	D
Common Stock	2/18/2021		S(1)		9705	D	$12.23	1889446	D
Common Stock								9752	I	By Spouse (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$0.04	2/18/2021		M			21514	(3)	5/17/2021	Common Stock	21514	$0.00	193626	D

Explanation of Responses:
(1)	All sales were effected pursuant to a Rule 10b5-1 plan. The transaction was a sell-to-cover exercise, with shares sold to cover the option exercise price and taxes, and the reporting person retaining all remaining shares.
(2)	Shares are held by Chelsea Lynam Kane, the spouse of the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	The option is fully vested and exercisable.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KANE MATTHEW R. C/O PRECISION BIOSCIENCES, INC. 302 E. PETTIGREW STREET, SUITE A-100 DURHAM, NC 27701	X		President and CEO

Signatures
/s/ Dario Scimeca, Attorney-in-Fact for Matthew R. Kane		2/22/2021
**Signature of Reporting Person		Date