Ra Capital Management, L.P. - Jul 28, 2021 Form 3 Insider Report for Icosavax, Inc. (ICVX)

Role
Director, 10%+ Owner
Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
ICVX
Transactions as of
Jul 28, 2021
Transactions value $
$0
Form type
3
Date filed
7/28/2021, 08:34 PM
Previous filing
Jul 29, 2021
Next filing
Aug 4, 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 B-1 Preferred Stock Jul 28, 2021 Common Stock 2.65M $0.00 See footnotes F1, F2, F3
holding ICVX Series B-1 Preferred Stock Jul 28, 2021 Common Stock 467K $0.00 See footnote F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of 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 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 B-1 Preferred Stock has no expiration date.
F2 Shares held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F3 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund, and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
F4 Shares held directly by the Nexus Fund II.

Remarks:

Dr. Kolchinsky serves on the Issuer's board of directors.