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^*

TAKEDA PHARMACEUTICAL CO LTD

(Last)

(First)

(Middle)

1-1, NIHONBASHI-HONCHO 2-CHOME

(Street)

CHUO-KU, TOKYO

103-8668

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HilleVax, Inc. [ HLVX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2022

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock	11/30/2022		X		5,883,500	A	$0⁽¹⁾	6,724,000	I	See Explanation of Responses⁽²⁾

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)
Warrant (Right to Buy)	$0.0001	11/30/2022		X			5,883,500	05/03/2022	07/02/2031	Common Stock	5,883,500	$0	0	I	See Explanation of Responses⁽²⁾

1. Name and Address of Reporting Person^*

TAKEDA PHARMACEUTICAL CO LTD

(Last)

(First)

(Middle)

1-1, NIHONBASHI-HONCHO 2-CHOME

(Street)

CHUO-KU, TOKYO

103-8668

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Takeda Vaccines, Inc.

(Last)

(First)

(Middle)

75 SIDNEY STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

Explanation of Responses:

1. On November 30,2022, the Reporting Person exercised a Warrant to purchase 5,883,500 shares of the Issuers common stock with an exercise price of $0.0000595 per share.

2. Takeda Pharmaceutical Company Limited has beneficial ownership of the reported securities, all of which are held directly by Takeda Vaccines, Inc., an indirect wholly-owned subsidiary of TakedaPharmaceutical Company Limited. Takeda Vaccines, Inc. is owned directly by Takeda Pharmaceuticals U.S.A., Inc., which is owned directly by both Takeda Pharmaceutical Company Limited (72.70%) andTakeda Pharmaceuticals International AG (27.30%). Takeda Pharmaceuticals International AG is a wholly-owned direct subsidiary of Takeda Pharmaceutical Company Limited.

Remarks:

	/s/ Yoshihiro Nakagawa, Global General Counsel of Takeda Pharmaceutical Company Limited	12/01/2022
	/s/ Michael Martin, Authorized Signatory, Takeda Vaccines, Inc.	12/01/2022
	** 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).
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SEC Form 4: Takeda Pharmaceutical Co Ltd converted options into 5,883,500 shares