Douglas Holtzman - Jul 28, 2021 Form 3 Insider Report for Icosavax, Inc. (ICVX)

Role
Chief Scientific Officer
Signature
/s/ Thomas Russo, Attorney-in Fact
Stock symbol
ICVX
Transactions as of
Jul 28, 2021
Transactions value $
$0
Form type
3
Date filed
7/28/2021, 09:22 PM
Next filing
Aug 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ICVX Common Stock 241K Jul 28, 2021 Direct F1

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-2 Preferred Stock Jul 28, 2021 Common Stock 49.6K $0.00 By Stanley Holtzman F2, F3
holding ICVX Series B-1 Preferred Stock Jul 28, 2021 Common Stock 2.79K $0.00 By Stanley Holtzman F2, F3
holding ICVX Stock Option (Right to Buy) Jul 28, 2021 Common Stock 65.4K $1.04 Direct F4
holding ICVX Stock Option (Right to Buy) Jul 28, 2021 Common Stock 168K $5.90 Direct F5
holding ICVX Stock Option (Right to Buy) Jul 28, 2021 Common Stock 125K $15.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 86,759 shares subject to repurchase by us, which are subject to vesting.
F2 The shares of Series A-2 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time, at the holder's election, at a ratio of 4.1557-for-1 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-2 Preferred Stock and Series B-1 Preferred Stock will automatically convert at a ratio of 4.1557-for-1 shares of the Issuer's common stock. The Series A-2 Preferred Stock and Series B-1 Preferred Stock have no expiration date.
F3 Douglas Holtzman, Ph.D. holds power-of-attorney (POA) over the shares owned by Stanley Holtzman. As POA, Dr. Holtzman holds voting and dispositive control over such shares. Dr. Holtzman disclaims beneficial ownership of the shares over which he has POA except to the extent of any pecuniary interest therein.
F4 25% of the shares subject to the option will vest on 1/14/2022, and 1/48th of the shares subject to the option vest monthly thereafter.
F5 25% of the shares subject to the option will vest on 3/19/2022, and 1/48th of the shares subject to the option vest monthly thereafter.
F6 1/48th of the shares subject to the option vest monthly following July 28, 2021, the vesting commencement date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney