SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Reese Lou

(Last)

(First)

(Middle)

C/O VAXXINITY, INC

1717 MAIN ST, STE 3388

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vaxxinity, Inc. [ VAXX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	11/15/2021		C		271,655⁽¹⁾	A	⁽¹⁾	271,655	I	Held by Blackfoot Healthcare Ventures LLC⁽²⁾
Class A common stock	11/15/2021		C		247,050⁽¹⁾	A	⁽¹⁾	51,585,416	I	Held by United Biomedical Inc.⁽³⁾
Class A common stock	11/15/2021		C		4,212,495⁽¹⁾	A	⁽¹⁾	4,212,495	I	Held by United Biomedical Inc., Asia⁽⁴⁾
Class A common stock	11/12/2021		P		17,500	A	$13.824⁽⁵⁾	17,500	D
Class B common stock⁽⁶⁾								3,955,512	D
Class B common stock⁽⁶⁾								5,518,961	I	Held by spouse⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A preferred stock	⁽¹⁾	11/15/2021		C			422,696⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A common stock	271,655⁽¹⁾	⁽¹⁾	0	I	Held by Blackfoot Healthcare Ventures LLC⁽²⁾
Series A preferred stock	⁽¹⁾	11/15/2021		C			384,410⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A common stock	247,050⁽¹⁾	⁽¹⁾	0	I	Held by United Biomedical Inc.⁽³⁾
Series A preferred stock	⁽¹⁾	11/15/2021		C			6,554,643⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A common stock	4,212,495⁽¹⁾	⁽¹⁾	0	I	Held by United Biomedical Inc., Asia⁽⁴⁾

Explanation of Responses:

1. Shares of preferred stock automatically converted into shares of Class A common stock upon closing of the Issuer's initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of preferred stock.

2. These shares are held by Blackfoot Healthcare Ventures LLC ("Blackfoot"). The Reporting Person is one of two shareholders of Blackfoot and may therefore be deemed to beneficially own the securities held by Blackfoot. 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 Blackfoot in which the Reporting Person has no pecuniary interest.

3. These securities are held by United Biomedical Inc. ("UBI"). Mei Mei Hu, the Reporting Person, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. 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 UBI in which the Reporting Person has no pecuniary interest.

4. Held by United Biomedical, Asia Inc. ("UBIA"). UBI, through a subsidiary, holds a majority equity interest in UBIA and may be deemed to be the beneficial owner of the shares held by UBIA. Mei Mei Hu, the Reporting Person, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. 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 UBI in which the Reporting Person has no pecuniary interest.

5. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.56 to $13.95, inclusive.

6. Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date.

7. These securities are held by Mei Mei Hu, 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 Louis Reese in which the Reporting Person has no pecuniary interest.

Remarks:

	/s/ Rene Paula, attorney-in-fact for Lou Reese	11/15/2021
	** 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 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.
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SEC Form 4: Reese Lou converted options into 4,731,200 shares and bought $241,920 worth of shares (17,500 units at $13.82)