Statement of Changes in Beneficial Ownership (4)
January 26 2022 - 6:40PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
*
Diamandis Peter |
2. Issuer Name and Ticker or Trading Symbol
Vaxxinity, Inc.
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VAXX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VAXXINITY, INC, 1717 MAIN ST, STE 3388 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/24/2022 |
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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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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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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| Class A common stock | 1/24/2022 | | M | | 652764 | A | $4.1192 | 729687 | D | |
| Class A common stock | | | | | | | | 271655 | I | Held by spouse (1) |
| Class B common stock (2) | | | | | | | | 1099915 | 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) | $4.1192 | 1/24/2022 | | M | | | 652764 | (3) | 1/26/2022 (3) | Class A common stock | 652764 | $0.00 | 163191 | D | |
| Explanation of Responses: |
| (1) | These securities are held by Kristin Diamandis, the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Kristin Diamandis in which the Reporting Person has no pecuniary interest. |
| (2) | The Class B common stock is convertible into Class A common stock on a one-for-one basis and has no expiration date. |
| (3) | The Reporting Person held 815,955 of these stock options set to expire on 1/26/2022 at the time of the transaction. 80% of the stock options vested upon closing of the initial public offering, and the remaining 20% are expected to expire before meeting vesting conditions. Previously, these stock options were incorrectly reported as having an expiration date of the earlier of one year following vesting and 8/3/2031. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Diamandis Peter
C/O VAXXINITY, INC
1717 MAIN ST, STE 3388
DALLAS, TX 75201 | X |
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Signatures
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| Rene Paula Molina, attorney-in-fact for Peter Diamandis | | 1/26/2022 |
| **Signature of Reporting Person | Date |
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