Ra Capital Management, L.P. - Jun 10, 2022 Form 4 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
Jun 10, 2022
Transactions value $
$0
Form type
4
Date filed
6/14/2022, 04:30 PM
Previous filing
Jun 10, 2022
Next filing
Jun 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICVX Common Stock Award $0 +5.54K $0.00 5.54K Jun 10, 2022 See footnote F1, F2, F3
holding ICVX Common Stock 5.32M Jun 10, 2022 See footnote F2, F4
holding ICVX Common Stock 639K Jun 10, 2022 See footnote F2, F5

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 ICVX Stock Option (Right to Buy) Award $0 +22.3K $0.00 22.3K Jun 10, 2022 Common Stock 22.3K $6.25 See footnote F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares represent restricted stock units and will be settled into common stock upon vesting. Each restricted stock unit would be converted into one share of ICVX common stock. These restricted stock units shall vest at the earlier of the first anniversary of the grant date or the date of the next annual meeting of the Company's stock holders, subject to the continued service of Dr. Peter Kolchinsky's service on the Issuer's board of directors through the vesting date.
F2 RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (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.
F3 Under Dr. Kolchinsky's arrangement with the Adviser, Dr. Kolchinsky holds the option and restricted stock units for the benefit of the Fund and the Nexus Fund II. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or stock received upon sale of the common stock underlying the option and restricted stock units, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and restricted stock units and respective underlying common stock except to the extent of their pecuniary interest.
F4 Held by the Fund.
F5 Held by the Nexus Fund II.
F6 The option shall vest in substantially equal monthly installments over the twelve (12) months following the date of grant (or, in the event the next annual meeting of the Company's stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the option will vest on the date of such annual meeting of the Company's stockholders), subject to Dr. Kolchinsky's continued service through the applicable vesting date.

Remarks:

Dr. Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors