Ra Capital Management, L.P. - Jun 6, 2023 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 6, 2023
Transactions value $
$0
Form type
4
Date filed
6/8/2023, 04:47 PM
Previous filing
Jun 2, 2023
Next filing
Jun 9, 2023

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 +17K $0.00 17K Jun 6, 2023 Common Stock 17K $9.89 See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The option shall vest in equal monthly installments over the twelve (12) months following the date of grant (or, in the event the next annual meeting of the Issuer'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 Issuer's stockholders), subject to the Reporting Person's continued service through the applicable 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.

Remarks:

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