Sanofi - 28 Jul 2021 Form 3 Insider Report for Icosavax, Inc.

Role: 10%+ Owner
Signature: /s/ Alexander Roger, Head of Securities Law and Capital Markets
Issuer symbol: N/A
Transactions as of: 28 Jul 2021
Net transactions value: $0
Form type: 3
Filing time: 28 Jul 2021, 20:32:04 UTC
Next filing: 02 Aug 2021
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ICVX	Series A-1 Preferred Stock (par value, $0.0001)							28 Jul 2021	Common Stock	3,003,224	$0.000000	Through its wholly-owned subsidiary, Aventis, Inc.	F1, F2
holding	ICVX	Series B-1 Preferred Stock (par value, $0.0001)							28 Jul 2021	Common Stock	85,278	$0.000000	Through its wholly-owned subsidiary, Aventis, Inc.	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time at the holder's election, to shares of the Issuer's Common Stock, as shown in Column 3, at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's Common Stock at a ratio of 4.1557-for-1 as shown in Column 3. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.
F2	Sanofi is the beneficial owner of 3,003,224 Shares of Series A-1 Preferred Stock and 85,278 Shares of Series B-1 Preferred Stock of the Issuer through its wholly owned subsidiary, Aventis, Inc.

Content

The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time at the holder's election, to shares of the Issuer's Common Stock, as shown in Column 3, at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's Common Stock at a ratio of 4.1557-for-1 as shown in Column 3. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.

Sanofi is the beneficial owner of 3,003,224 Shares of Series A-1 Preferred Stock and 85,278 Shares of Series B-1 Preferred Stock of the Issuer through its wholly owned subsidiary, Aventis, Inc.