TAKEDA PHARMACEUTICAL CO LTD - 03 May 2022 Form 3/A - Amendment Insider Report for HilleVax, Inc. (HLVX)

Role: 10%+ Owner
Signature: /s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited
Issuer symbol: HLVX
Transactions as of: 03 May 2022
Net transactions value: $0
Form type: 3/A - Amendment
Filing time: 09 May 2022, 06:10:39 UTC
Date Of Original Report: 29 Apr 2022
Previous filing: 29 Apr 2022
Next filing: 06 Jul 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	HLVX	Common Stock						840,500	03 May 2022	See Explanation of Responses	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
holding	HLVX	Warrant (Right to Buy)							03 May 2022	Common Stock	5,883,500	$0.000100	See Explanation of Responses	F1, F2

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

Explanation of Responses:

Id	Content
F1	Takeda Pharmaceutical Company Limited's beneficial ownership of the reported securities is comprised of 840,500 shares of Common Stock and a Warrant to purchase 5,883,500 shares of Common Stock; each held by Takeda Vaccines, Inc., an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Vaccines, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.
F2	Exercise price is $0.0000595 following April 22, 2022 1.681-for-1 forward stock split of the Issuer's common stock.

Content

Takeda Pharmaceutical Company Limited's beneficial ownership of the reported securities is comprised of 840,500 shares of Common Stock and a Warrant to purchase 5,883,500 shares of Common Stock; each held by Takeda Vaccines, Inc., an indirect wholly-owned subsidiary of Takeda Pharmaceutical Company Limited. Takeda Vaccines, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) and Takeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.

Exercise price is $0.0000595 following April 22, 2022 1.681-for-1 forward stock split of the Issuer's common stock.

Remarks:

This amendment is being filed to correct the reporting person's initial Form 3 filed on April 29, 2022 to reflect (a) a 1.681-for-1 forward stock split of the Issuer's common stock effected on April 22, 2022 which resulted in (i) an increase in the reporting persons ownership of (x) common stock from 500,000 to 840,500 and (y) warrants from 3,500,000 to 5,883,500 and (ii) the exercise price of the warrants changing from $0.0001 to $0.0000595 and (b) a correction to the date on which the Warrant is exercisable, from April 28, 2022 to May 3, 2022, the latter reflecting the date on which the Issuer's initial public offering was consummated and the date on which the Warrant to purchase 5,883,500 shares of Common Stock became exercisable.