Mei Mei Hu - Nov 12, 2021 Form 4 Insider Report for Vaxxinity, Inc. (VAXX)

Role
Officer, Director, 10%+ Owner
Signature
/s/ Rene Paula, attorney-in-fact for Mei Mei Hu
Stock symbol
VAXX
Transactions as of
Nov 12, 2021
Transactions value $
$241,920
Form type
4
Date filed
11/15/2021, 05:48 PM
Previous filing
Nov 10, 2021
Next filing
Apr 27, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VAXX Class A common stock Conversion of derivative security +272K 272K Nov 15, 2021 Held by Blackfoot Healthcare Ventures LLC F1, F2
transaction VAXX Class A common stock Conversion of derivative security +247K +0.48% 51.6M Nov 15, 2021 Held by United Biomedical Inc. F1, F3
transaction VAXX Class A common stock Conversion of derivative security +4.21M 4.21M Nov 15, 2021 Held by United Biomedical Inc., Asia F1, F4
transaction VAXX Class A common stock Purchase $242K +17.5K $13.82* 17.5K Nov 12, 2021 Held by spouse F5, F6
holding VAXX Class B common stock 5.52M Nov 12, 2021 Direct F7
holding VAXX Class B common stock 3.96M Nov 12, 2021 Held by spouse F6, F7

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
transaction VAXX Series A preferred stock Conversion of derivative security -423K -100% 0 Nov 15, 2021 Class A common stock 272K Held by Blackfoot Healthcare Ventures LLC F1, F2
transaction VAXX Series A preferred stock Conversion of derivative security -384K -100% 0 Nov 15, 2021 Class A common stock 247K Held by United Biomedical Inc. F1, F3
transaction VAXX Series A preferred stock Conversion of derivative security -6.55M -100% 0 Nov 15, 2021 Class A common stock 4.21M Held by United Biomedical Inc., Asia F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares of preferred stock automatically converted into shares of Class A common stock upon closing of the Issuer's initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of preferred stock.
F2 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.
F3 These securities are held by United Biomedical Inc. ("UBI"). The Reporting Person, 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.
F4 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. The Reporting Person, 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.
F5 The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.56 to $13.95, inclusive.
F6 These securities are held by Louis Reese, 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.
F7 Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date.

Remarks:

Chief Executive Officer and President. The Reporting Person, Louis Reese, Blackfoot and UBI have entered into a voting agreement providing the Reporting Person with the authority (and irrevocable proxies) to vote the shares of capital stock held by such stockholders at the Reporting Persons' discretion on all matters to be voted upon by stockholders of Vaxxinty, Inc. 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 such stockholders in which the Reporting Person has no pecuniary interest.