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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Floroiu Cezar Andrei 2. Issuer Name and Ticker or Trading Symbol Vaxart, Inc. [ VXRT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
C/O VAXART, INC., 385 OYSTER POINT BOULEVARD, SUITE 9A
3. Date of Earliest Transaction (MM/DD/YYYY)
6/15/2020
(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)  $2.46  6/15/2020    A     845280       (1) 6/14/2030  Common Stock  845280  $0  845280  D   
Stock Option (right to buy)  $2.46  6/15/2020    A     900000       (2) 6/14/2030  Common Stock  900000  $0  900000  D   

Explanation of Responses:
(1)  The option vests over a four-year period, with 25% of the shares subject to the option vesting on the first anniversary of the vesting commencement date of June 15, 2020 (the "Grant Date") and the remaining shares subject to the option vesting in equal monthly installments over the next 36 months. The option is subject to accelerated vesting with respect to 50% of any then-unvested option shares upon a substantial strategic agreement, as determined by the Board, and to accelerated vesting in full in the event of a "Change in Control" (as defined under the Company's 2019 Equity Incentive Plan).
(2)  The shares subject to this option shall vest as follows: (i) one-third if the Company achieves a per share closing price equal to $5.00 or more during any 10-consecutive trading days after the Grant Date but before November 30, 2020, or such later date as determined by the Board (the "Reference Date"), (ii) one-third if the Company achieves a per share closing price equal to $7.50 or more during any 10-consecutive trading days after the Grant Date but before the Reference Date, and (iii) one-third if the Company achieves a per share closing price equal to $10.00 or more during any 10-consecutive trading days after the Grant Date but before the Reference Date, in each case subject to continued employment. In the event a Change in Control occurs before the Reference Date, any unvested portion of the Performance-Based Option will vest in accordance with the above schedule based on the Company attaining the specified stock price immediately prior to the closing of such transaction.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Floroiu Cezar Andrei
C/O VAXART, INC.
385 OYSTER POINT BOULEVARD, SUITE 9A
SOUTH SAN FRANCISCO, CA 94080
X
Chief Executive Officer

Signatures
/s/ Andrei Floroiu 6/17/2020
**Signature of Reporting Person Date
Vaxart (NASDAQ:VXRT)
Historical Stock Chart
From Jul 2020 to Aug 2020 Click Here for more Vaxart Charts.
Vaxart (NASDAQ:VXRT)
Historical Stock Chart
From Aug 2019 to Aug 2020 Click Here for more Vaxart Charts.