NanoDimension III, L.P. - 02 Aug 2021 Form 4 Insider Report for Icosavax, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
04 Aug 2021, 18:20:14 UTC
Prior SEC filing
28 Jul 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
NanoDimension III, L.P., By: NanoDimension III GP Limited Partnership, its general partner, By: NanoDimension III Management Limited, its general partner, By: /s/ Thomas Russo, Attorney-in-Fact

Key filing fact

NanoDimension III, L.P. filed Form 4 for Icosavax, Inc. on 04 Aug 2021.

Key facts

  • This page summarizes NanoDimension III, L.P.'s Form 4 filing for Icosavax, Inc..
  • 4 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 04 Aug 2021, 18:20.

Change

  • Previous filing in this sequence was filed on 28 Jul 2021.
  • Current net transaction value: +$2,000,010.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ICVX transaction

Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+2,749,995
Change %
Price
$0.000000
Shares after
2,749,995
Date
02 Aug 2021
Ownership
Direct
Footnotes
F1, F2, F3
ICVX transaction

Common Stock

Purchase

Transaction value
$2,000,010
Shares
+133,334
Change %
+4.8%
Price
$15.00
Shares after
2,883,329
Date
02 Aug 2021
Ownership
Direct
Footnotes
F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ICVX transaction Derivative

Series A-1 Preferred Stock

Conversion of derivative security

Transaction value
Shares
-10,400,415
Change %
-100%
Price
Shares after
0
Date
02 Aug 2021
Ownership
See footnote
Underlying class
Common Stock
Underlying amount
2,502,686
Exercise price
$0.000000
Footnotes
F2, F3
ICVX transaction Derivative

Series B-1 Preferred Stock

Conversion of derivative security

Transaction value
Shares
-1,027,741
Change %
-100%
Price
Shares after
0
Date
02 Aug 2021
Ownership
See footnote
Underlying class
Common Stock
Underlying amount
247,308
Exercise price
$0.000000
Footnotes
F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

NanoDimension III, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Includes an additional share of Common Stock as a result of the conversion of Preferred Stock calculated on an aggregate basis of all shares of Preferred Stock held by the holder.

Footnote F2

On August 2, 2021, the shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock converted into shares of the Issuer's common stock at a ratio of 4.1557-for-1 automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

Footnote F3

NanoDimension III GP Limited Partnership ("ND III GP") is the general partner of NanoDimension III, L.P. ("ND III LP"). NanoDimension III Management Limited ("ND Management") is the general partner of ND III GP, and possesses the power to direct the voting and disposition of the shares owned by ND III LP and may be deemed to have indirect beneficial ownership of the shares held by ND III LP. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his or its respective pecuniary interest therein.

Footnote F4

ND III LP acquired additional shares in the Issuer's initial public offering.

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