Andrew Guggenhime - Nov 7, 2024 Form 4 Insider Report for Vaxcyte, Inc. (PCVX)

Role: PRESIDENT AND CFO
Signature: Andrew Guggenhime, by /s/ Peter N. Efremenko, Attorney-In-Fact
Stock symbol: PCVX
Transactions as of: Nov 7, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/8/2024, 08:47 PM
Previous filing: Oct 28, 2024
Next filing: Nov 19, 2024

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	PCVX	Performance Stock Option (right to buy)	Award	$0	+87.5K		$0.00	87.5K	Nov 7, 2024	Common Stock	87.5K	$102.70	Direct	F1
transaction	PCVX	Performance Restricted Stock Units	Award	$0	+35.7K		$0.00	35.7K	Nov 7, 2024	Common Stock	35.7K	$0.00	Direct	F2

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

Explanation of Responses:

Id	Content
F1	As part of a company-wide grant to all eligible employees of the Issuer, on November 7, 2024 (the "Grant Date"), the Reporting Person was granted a performance stock option to purchase 87,481 shares of the Issuer's Common Stock at a per share exercise price of $102.70. The option is subject to (1) a service-based vesting condition (vesting as to one-third of the shares on each of the third, fourth and fifth anniversaries of the Grant Date) and (2) a performance-vesting condition (which generally requires that the trading price of the Issuer's Common Stock average, over a one-year period, is at least $154.05 (150% of the Grant Date closing price)).
F2	Represents the target number of shares of Issuer's Common Stock underlying an award of performance restricted stock units ("PSUs"). Each PSU represents the contingent right to receive one share of the Issuer's Common Stock. The attainment of the performance vesting condition will be based on the Issuer's percentile rank within a peer group based on total shareholder return ("TSR") during a four-year performance period that commenced on November 7, 2024, the Grant Date, subject to the Reporting Person's continuous service with the Issuer through completion of the performance period. The actual number of shares of the Issuer's Common Stock deliverable with respect to the award varies based on performance and ranges from 0% to 250% of the target number of shares.

Content

As part of a company-wide grant to all eligible employees of the Issuer, on November 7, 2024 (the "Grant Date"), the Reporting Person was granted a performance stock option to purchase 87,481 shares of the Issuer's Common Stock at a per share exercise price of $102.70. The option is subject to (1) a service-based vesting condition (vesting as to one-third of the shares on each of the third, fourth and fifth anniversaries of the Grant Date) and (2) a performance-vesting condition (which generally requires that the trading price of the Issuer's Common Stock average, over a one-year period, is at least $154.05 (150% of the Grant Date closing price)).

Represents the target number of shares of Issuer's Common Stock underlying an award of performance restricted stock units ("PSUs"). Each PSU represents the contingent right to receive one share of the Issuer's Common Stock. The attainment of the performance vesting condition will be based on the Issuer's percentile rank within a peer group based on total shareholder return ("TSR") during a four-year performance period that commenced on November 7, 2024, the Grant Date, subject to the Reporting Person's continuous service with the Issuer through completion of the performance period. The actual number of shares of the Issuer's Common Stock deliverable with respect to the award varies based on performance and ranges from 0% to 250% of the target number of shares.