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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X
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*
Qiming U.S. Healthcare Fund II, L.P.

(Last) (First) (Middle)
11100 NE 8TH ST. SUITE 200

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Icosavax, Inc. [ ICVX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021
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)
Code V Amount (A) or (D) Price
Common Stock 08/02/2021 C 3,310,228 A $0.00(1) 3,310,228 D(2)
Common Stock 08/02/2021 P(5) 200,000 A $15 3,510,228 D(2)
Common Stock 08/02/2021 P 8,018 A $15 3,518,246 D(3)
Common Stock 08/02/2021 P 13,333 A $15 3,523,561 D(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock $0.00 08/02/2021 C 12,480,498 (1) (1) Common Stock 3,003,224 (1) 0 D(2)
Series B-1 Preferred Stock $0.00 08/02/2021 C 1,275,817 (1) (1) Common Stock 307,004 (1) 0 D(2)
1. Name and Address of Reporting Person*
Qiming U.S. Healthcare Fund II, L.P.

(Last) (First) (Middle)
11100 NE 8TH ST. SUITE 200

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Qiming U.S. Healthcare GP II, LLC

(Last) (First) (Middle)
11100 NE 8TH ST
SUITE 200

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCDADE MARK

(Last) (First) (Middle)
11100 NE 8TH ST
SUITE 200

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
Explanation of Responses:
1. On August 2, 2021, the shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock converted into shares of the Issuer's common stock at a ratio of 4.1557-for-1 automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date. As a result of the Issuer's initial public offering, Qiming U.S. Healthcare Fund II, L.P. ("Qiming") is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.
2. The securities are directly held by Qiming. Qiming U.S. Healthcare GP II, LLC ("Qiming GP") is the General Partner of Qiming. Gary Rieschel and Mark McDade are the managing members of Qiming GP. As a result, each of Qiming GP and Messrs. Rieschel and McDade may be deemed to beneficially own the shares held by Qiming.
3. Shares reported herein as purchased on August 2, 2021 represent 8,018 shares of Common Stock purchased by Mark McDade.
4. Shares reported herein as purchased on August 2, 2021 represent 13,333 shares of Common Stock purchased by Gary Rieschel.
5. Shares reported herein as purchased on August 2, 2021 represent 200,000 shares of Common Stock purchased by Qiming.
Remarks:
/s/ Qiming U.S. Healthcare Fund II, L.P., by Qiming U.S. Healthcare GP II, LLC, its General Partner 08/02/2021
/s/ Mark McDade 08/02/2021
** 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).
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