Qiming U.S. Healthcare Fund II, L.P. - Jul 28, 2021 Form 3 Insider Report for Icosavax, Inc. (ICVX)

Role: Director, 10%+ Owner
Signature: Qiming U.S. Healthcare Fund II, L.P., by Qiming U.S. Healthcare GP II, LLC, its General Partner
Stock symbol: ICVX
Transactions as of: Jul 28, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/28/2021, 09:17 PM
Previous filing: Jul 1, 2021
Next filing: Aug 2, 2021

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							Jul 28, 2021	Common Stock	3M	$0.00	Direct	F1, F2
holding	ICVX	Series B-1 Preferred Stock							Jul 28, 2021	Common Stock	307K	$0.00	Direct	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 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. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.
F2	The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP") is the General Partner of Qiming. Gary Rieschel and Mark McDade are the managing members of Qiming GP. As a result, each of Qiming GP and Messrs. Rieschel and McDade may be deemed to beneficially own the shares held by Qiming.

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 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. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.

The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP") is the General Partner of Qiming. Gary Rieschel and Mark McDade are the managing members of Qiming GP. As a result, each of Qiming GP and Messrs. Rieschel and McDade may be deemed to beneficially own the shares held by Qiming.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney