Lou Reese - Nov 10, 2021 Form 3 Insider Report for Vaxxinity, Inc. (VAXX)

Role
Executive Chairman, Director
Signature
/s/ Rene Paula, attorney-in-fact for Louis Reese
Stock symbol
VAXX
Transactions as of
Nov 10, 2021
Transactions value $
$0
Form type
3
Date filed
11/10/2021, 03:53 PM
Next filing
Nov 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VAXX Class A common stock 51.3M Nov 10, 2021 Held by United Biomedical Inc. See Note F1
holding VAXX Class B common stock 3.96M Nov 10, 2021 Direct F2
holding VAXX Class B common stock 5.52M Nov 10, 2021 Held by spouse. See Note F2, F3

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 VAXX Series A preferred stock Nov 10, 2021 Class A common stock Held by held by Blackfoot Healthcare Ventures LLC. See Note F4, F5
holding VAXX Series A preferred stock Nov 10, 2021 Class A common stock Held by United Biomedical Inc. See Note F1, F6
holding VAXX Series A preferred stock Nov 10, 2021 Class A common stock Held by United Biomedical Inc., Asia. See Note F7, F8
holding VAXX Warrant Nov 10, 2021 Class A common stock $12.45 See Note F1, F9
holding VAXX Stock option (right to buy) Nov 10, 2021 Class A common stock 2.35M $0.28 Direct F10
holding VAXX Stock option (right to buy) Nov 10, 2021 Class B common stock 2.99M $10.07 Direct F2, F11
holding VAXX Stock option (right to buy) Nov 10, 2021 Class B common stock 2.99M $10.07 Held by spouse. See Note F2, F3, F12
holding VAXX Stock option (right to buy) Nov 10, 2021 Class B common stock 379K $10.07 Held by spouse. See Note F2, F3, F13
holding VAXX Stock option (right to buy) Nov 10, 2021 Class A common stock 1.59M $0.28 Held by spouse. See Note F3, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities are held by United Biomedical Inc. ("UBI"). Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI in which the Reporting Person has no pecuniary interest.
F2 Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date.
F3 These securities are held by Mei Mei Hu, the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Louis Reese in which the Reporting Person has no pecuniary interest.
F4 The 422,696 shares of Series A preferred stock will convert into 271,655 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.
F5 These shares are held by Blackfoot Healthcare Ventures LLC ("Blackfoot"). The Reporting Person is one of two shareholders of Blackfoot and may therefore be deemed to beneficially own the securities held by Blackfoot. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Blackfoot in which the Reporting Person has no pecuniary interest.
F6 The 384,410 shares of Series A preferred stock will convert into 247,050 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.
F7 The 6,554,643 shares of Series A preferred stock will convert into 4,212,495 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.
F8 Held by United Biomedical, Asia Inc. ("UBIA"). UBI, through a subsidiary, holds a majority equity interest in UBIA and may be deemed to be the beneficial owner of the shares held by UBIA. Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI in which the Reporting Person has no pecuniary interest.
F9 Represents 1,928,020 shares underlying a warrant. The warrant is currently exercisable.
F10 Represents 2,346,709 time-vesting options. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period.
F11 Represents 2,991,835 performance-vesting options. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031.
F12 Represents 2,991,835 performance-vesting options held by Mei Mei Hu, the Reporting Person's spouse. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031.
F13 Represents 378,785 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% vesting on 1/26/2022 and the remainder vesting in equal installments each month during remainder of the vesting period.
F14 Represents 1,590,547 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period.

Remarks:

Exhibit 24 - Power of Attorney