Statement of Changes in Beneficial Ownership (4)
March 21 2023 - 7:54PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Cummings James F. |
2. Issuer Name and Ticker or Trading Symbol
Vaxart, Inc.
[
VXRT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Medical Officer |
(Last)
(First)
(Middle)
C/O VAXART, INC., 170 HARBOR WAY, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2023 |
(Street)
SOUTH SAN FRANCISCO, CA 94080 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/17/2023 | | A | | 45000 (1) | A | $0 | 88750 | D | |
Common Stock | 3/17/2023 | | A | | 59350 (1) | A | $0 | 148100 | D | |
Common Stock | 3/17/2023 | | A | | 90000 (3) | A | $0 | 238100 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $0.78 | 3/17/2023 | | A | | 205000 | | (2) | 3/16/2033 | Common Stock | 205000 | $0 | 205000 | D | |
Stock Option (right to buy) | $0.78 | 3/17/2023 | | A | | 410000 | | (4) | 3/16/2033 | Common Stock | 410000 | $0 | 410000 | D | |
Explanation of Responses: |
(1) | Grant of shares upon vesting of restricted stock units, which shall fully vest on December 8, 2023. |
(2) | The shares subject to this stock option shall fully vest on December 8, 2023. |
(3) | Grant of shares upon vesting of restricted stock units. Twenty five percent of the shares underlying the award shall vest on each anniversary of the vesting commencement date of February 2, 2023, so that the restricted stock units would be fully vested on the fourth anniversary of the vesting commencement date. |
(4) | The shares subject to this stock option shall vest as to 25% of the shares underlying the grant on February 2, 2024, the first anniversary of the date that vesting commenced, and thereafter in 36 equal monthly installments such that the stock option shall be fully vested on February 2, 2027. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cummings James F. C/O VAXART, INC. 170 HARBOR WAY, SUITE 300 SOUTH SAN FRANCISCO, CA 94080 |
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| Chief Medical Officer |
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Signatures
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/s/ Edward Berg, Attorney-in-Fact for James Cummings | | 3/21/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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