Terry P. Gould - 28 Jul 2021 Form 3 Insider Report for Icosavax, Inc.

Role: Director, 10%+ Owner
Signature: /s/ Thomas Russo, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 28 Jul 2021
Net transactions value: $0
Form type: 3
Filing time: 28 Jul 2021, 21:29:19 UTC
Previous filing: 16 Jun 2021
Next filing: 03 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							28 Jul 2021	Common Stock	873,755	$0.000000	See footnotes	F1, F2, F8
holding	ICVX	Series A-1 Preferred Stock							28 Jul 2021	Common Stock	844,608	$0.000000	See footnotes	F1, F3, F8
holding	ICVX	Series A-1 Preferred Stock							28 Jul 2021	Common Stock	250,768	$0.000000	See footnotes	F1, F4, F8
holding	ICVX	Series A-1 Preferred Stock							28 Jul 2021	Common Stock	324,402	$0.000000	See footnotes	F1, F5, F8
holding	ICVX	Series A-1 Preferred Stock							28 Jul 2021	Common Stock	484,459	$0.000000	See footnotes	F1, F6, F8
holding	ICVX	Series A-1 Preferred Stock							28 Jul 2021	Common Stock	225,229	$0.000000	See footnotes	F1, F7, F8
holding	ICVX	Series B-1 Preferred Stock							28 Jul 2021	Common Stock	74,432	$0.000000	See footnotes	F1, F2, F8
holding	ICVX	Series B-1 Preferred Stock							28 Jul 2021	Common Stock	71,950	$0.000000	See footnotes	F1, F3, F8
holding	ICVX	Series B-1 Preferred Stock							28 Jul 2021	Common Stock	21,362	$0.000000	See footnotes	F1, F4, F8
holding	ICVX	Series B-1 Preferred Stock							28 Jul 2021	Common Stock	27,635	$0.000000	See footnotes	F1, F5, F8
holding	ICVX	Series B-1 Preferred Stock							28 Jul 2021	Common Stock	41,269	$0.000000	See footnotes	F1, F6, F8
holding	ICVX	Series B-1 Preferred Stock							28 Jul 2021	Common Stock	19,186	$0.000000	See footnotes	F1, F7, F8

* 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 shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").
F3	The shares are held directly by Adams Street Growth Equity Fund VII LP ("AS GE VII").
F4	The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").
F5	The shares are held directly by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017").
F6	The shares are held directly by Adams Street 2018 Direct Venture/Growth Fund LP ("AS 2018").
F7	The shares are held directly by Adams Street 2019 Direct Growth Equity Fund LP ("AS 2019").
F8	Adams Street Partners, LLC as the managing member of the general partner of the general partner of ASVG VI, AS GE VII, AS 2016, AS 2017, AS 2018 and AS 2019 (collectively the "Funds"), may be deemed to beneficially own the shares held by the Funds. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by the Funds. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the shares held by the Funds except to the extent of their pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney