SEC Form 4: Prime Movers Lab Fund I Lp sold $71,420 worth of shares (39,579 units at $1.80) and sold $97,168 worth of shares (57,357 units at $1.69)
$VAXX
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vaxxinity, Inc. [ VAXX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/06/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Class A Common Stock | 09/06/2023 | S | 1,251 | D | $1.8823(1) | 2,063,776 | I | Held by COVAXX PML SPV 1 LP(2)(7) | ||
| Class A Common Stock | 09/06/2023 | S | 5,308 | D | $1.8823(1) | 8,759,064 | D(3)(7) | |||
| Class A Common Stock | 09/06/2023 | S | 507 | D | $1.8823(1) | 835,992 | I | Held by COVAXX PML SPV 2 LP(4)(7) | ||
| Class A Common Stock | 09/06/2023 | S | 892 | D | $1.8823(1) | 1,472,208 | I | Held by COVAXX PML SPV 3 LP(5)(7) | ||
| Class A Common Stock | 09/06/2023 | S | 2,189 | D | $1.8823(1) | 3,612,849 | I | Held by Prime Movers Growth Fund 1 LP(6)(7) | ||
| Class A Common Stock | 09/07/2023 | S | 4,786 | D | $1.7872(8) | 2,058,990 | I | Held by COVAXX PML SPV 1 LP(2)(7) | ||
| Class A Common Stock | 09/07/2023 | S | 20,312 | D | $1.7872(8) | 8,738,752 | D(3)(7) | |||
| Class A Common Stock | 09/07/2023 | S | 1,939 | D | $1.7872(8) | 834,053 | I | Held by COVAXX PML SPV 2 LP(4)(7) | ||
| Class A common stock | 09/07/2023 | S | 3,413 | D | $1.7872(8) | 1,468,795 | I | Held by COVAXX PML SPV 3 LP(5)(7) | ||
| Class A common stock | 09/07/2023 | S | 8,378 | D | $1.7872(8) | 3,604,471 | I | Held by Prime Movers Growth Fund 1 LP(6)(7) | ||
| Class A common stock | 09/08/2023 | S | 5,911 | D | $1.67(9) | 2,053,079 | I | Held by COVAXX PML SPV 1 LP(2)(7) | ||
| Class A common stock | 09/08/2023 | S | 25,089 | D | $1.67(9) | 8,713,663 | D(3)(7) | |||
| Class A Common Stock | 09/08/2023 | S | 2,395 | D | $1.67(9) | 831,658 | I | Held by COVAXX PML SPV 2 LP(4)(7) | ||
| Class A common stock | 09/08/2023 | S | 4,217 | D | $1.67(9) | 1,464,578 | I | Held by COVAXX PML SPV 3 LP(5)(7) | ||
| Class A common stock | 09/08/2023 | S | 10,349 | D | $1.67(9) | 3,594,122 | I | Held by Prime Movers Growth Fund 1 LP(6)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price of $1.8823 per share represents a weighted average of purchase prices ranging from $1.85 to $1.94 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |
| 2. Held by COVAXX PML SPV 1 LP ("PML SPV 1"). Prime Movers Lab GP I LLC ("PML GP I") is the general partner of Prime Movers Lab Fund I LP ("PML") and PML SPV 1. |
| 3. Held by PML. PML GP I is the general partner of PML. |
| 4. Held by COVAXX PML SPV 2 LP ("PML SPV 2"). Prime Movers Lab GP II LLC ("PML GP II") is the general partner of PML SPV 2. |
| 5. Held by COVAXX PML SPV 3 LP ("PML SPV 3"). PML GP II is the general partner of PML SPV 3. |
| 6. Held by Prime Movers Growth Fund 1 LP ("PMG"). Prime Movers Growth GP I LLC ("PMG GP") is the general partner of PMG. |
| 7. Dakin Sloss is the manager of PML GP I, PML GP II and PMG GP, and may be deemed to beneficially own the securities held by PML, PMG, PML SPV 1, PML SPV 2 and PML SPV 3. Mr. Sloss disclaims any beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein. |
| 8. The price of $1.7872 per share represents a weighted average of purchase prices ranging from $1.75 to $1.86 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |
| 9. The price of $1.6700 per share represents a weighted average of purchase prices ranging from $1.60 to $1.82 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |
| Prime Movers Lab Fund I LP /s/ Taylor Frankel, Authorized Person | 09/08/2023 | |
| Dakin Sloss /s/ Taylor Frankel, Attorney-in-fact | 09/08/2023 | |
| ** 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 Number. | ||