Pamela Ann Connealy - Mar 24, 2023 Form 4 Insider Report for Pyxis Oncology, Inc. (PYXS)

Role: CFO and COO
Signature: /s/ Pamela Connealy
Stock symbol: PYXS
Transactions as of: Mar 24, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/28/2023, 04:47 PM
Previous filing: Jan 30, 2023
Next filing: May 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PYXS	Common Stock	Award	$0	+210K	+54.56%	$0.00	594K	Mar 24, 2023	Direct	F1

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	PYXS	Stock Option (Right to buy)	Disposed to Issuer		-322K	-100%		0	Mar 24, 2023	Common Stock	322K	$8.71	Direct	F2, F3
transaction	PYXS	Stock Option (Right to buy)	Disposed to Issuer		-10.3K	-100%		0	Mar 24, 2023	Common Stock	10.3K	$8.71	Direct	F2, F4
transaction	PYXS	Stock Option (Right to buy)	Award		+322K			322K	Mar 24, 2023	Common Stock	322K	$2.21	Direct	F2, F3
transaction	PYXS	Stock Option (Right to buy)	Award		+10.3K			10.3K	Mar 24, 2023	Common Stock	10.3K	$2.21	Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units that vest 25% on March 24, 2024, and then in 36 substantially-equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date.
F2	In accordance with the terms of the Pyxis Oncology, Inc. 2019 Equity and Incentive Plan (the "Plan"), the Board of Directors of Pyxis Oncology, Inc. approved a stock option repricing pursuant to which option awards granted under the Plan were amended to reduce the exercise price to $2.21 per share, the closing stock price on the date of Board approval. Except for the modified exercise price, all other terms and conditions of each of the option awards will continue as set forth in the Plan and the applicable award agreements.
F3	These stock options vested 25% on the first anniversary of the July 31, 2021 grant date, and then vests in 36 substantially-equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date.
F4	These stock options vested 25% on the first anniversary of the closing of the Issuer's initial public offering, and then vests in 36 substantially-equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date.