SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sanofi

(Last)

(First)

(Middle)

54, RUE LA BOETIE

(Street)

PARIS

75008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

3. Issuer Name and Ticker or Trading Symbol
Icosavax, Inc. [ ICVX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock (par value, $0.0001)	⁽¹⁾	⁽¹⁾	Common Stock	3,003,224	0.00	I	Through its wholly-owned subsidiary, Aventis, Inc.⁽²⁾
Series B-1 Preferred Stock (par value, $0.0001)	⁽¹⁾	⁽¹⁾	Common Stock	85,278	0.00	I	Through its wholly-owned subsidiary, Aventis, Inc.⁽²⁾

Explanation of Responses:

1. The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time at the holder's election, to shares of the Issuer's Common Stock, as shown in Column 3, at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its Common Stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's Common Stock at a ratio of 4.1557-for-1 as shown in Column 3. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.

2. Sanofi is the beneficial owner of 3,003,224 Shares of Series A-1 Preferred Stock and 85,278 Shares of Series B-1 Preferred Stock of the Issuer through its wholly owned subsidiary, Aventis, Inc.

Remarks:

	/s/ Alexander Roger, Head of Securities Law and Capital Markets	07/28/2021
	** 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 5 (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 Number.

SEC Form 3 filed by Sanofi