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

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Icosavax, Inc.

(Name of Issuer)

 

Common stock, par value $0.0001 per share

(Title of Class of Securities)

 

45114M109

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 45114M109
 
  1. Names of Reporting Persons
NanoDimension III, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Cayman Islands
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
2,749,994 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,749,994 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,994 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.0% (3)
 
  12. Type of Reporting Person (See Instructions)
PN
           

(1)This Schedule 13G is filed by NanoDimension III, L.P. (“ND III LP”), NanoDimension III GP Limited Partnership (“ND III GP”), NanoDimension III Management Ltd (“ND Management”), Jonathan Nicholson (“Nicholson”), and Richard Coles (“Coles”), (and together with ND III LP, ND III GP, ND Management and Nicholson, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP.
(3)This percentage is calculated based on 39,041,805 shares of common stock outstanding as of November 12, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021.

 

2

 

 

CUSIP No. 45114M109
 
  1. Names of Reporting Persons
NanoDimension III GP Limited Partnership
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Cayman Islands
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
2,749,994 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,749,994 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,994 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.0% (3)
 
  12. Type of Reporting Person (See Instructions)
PN
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 2,749,994 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP.
(3)This percentage is calculated based on 39,041,805 shares of common stock outstanding as of November 12, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 15, 2021.

 

3

 

 

CUSIP No. 45114M109
 
  1. Names of Reporting Persons
NanoDimension III Management Ltd
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Cayman Islands
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
2,749,994 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,749,994 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,994 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.0% (3)
 
  12. Type of Reporting Person (See Instructions)
CO
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 2,749,994 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP.
(3)This percentage is calculated based on 39,041,805 shares of common stock outstanding as of November 12, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 15, 2021.

 

4

 

 

CUSIP No. 45114M109
 
  1. Names of Reporting Persons
Jonathan Nicholson
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Cayman Islands and United Kingdom
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
2,749,994 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,749,994 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,994 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.0% (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 2,749,994 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP.
(3)This percentage is calculated based on 39,041,805 shares of common stock outstanding as of November 12, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 15, 2021.

 

5

 

 

CUSIP No. 45114M109
 
  1. Names of Reporting Persons
Richard Coles
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x (1)
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Cayman Islands and United Kingdom
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
2,749,994 shares (2)
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
2,749,994 shares (2)
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,749,994 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
7.0% (3)
 
  12. Type of Reporting Person (See Instructions)
IN
           

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 2,749,994 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP.
(3)This percentage is calculated based on 39,041,805 shares of common stock outstanding as of November 12, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 15, 2021.

 

6

 

 

Item 1.
  (a) Name of Issuer
Icosavax, Inc.
  (b)

Address of Issuer’s Principal Executive Offices
1616 Eastlake Ave E, Suite 208

Seattle, WA 98102

 
Item 2.
  (a)

Name of Person Filing

NanoDimension III, L.P. (“ND III LP”)

NanoDimension III GP Limited Partnership (“ND III GP")

NanoDimension III Management Ltd (“ND Management”)

Jonathan Nicholson (“Nicholson”)

Richard Coles (“Coles”)

  (b)

Address of Principal Business Office or, if none, Residence
Governor’s Square, Unit 3-213-6

23 Lime Tree Bay Ave, P.O. Box 526

West Bay, Grand Cayman, Cayman Islands KY1-1302

  (c) Citizenship      
    Entities: NanoDimension III, L.P. - Cayman Islands
      NanoDimension III GP Limited Partnership - Cayman Islands
      NanoDimension III Management Ltd - Cayman Islands
           
    Individuals: Jonathan Nicholson - Cayman Islands and United Kingdom
      Richard Coles - Cayman Islands and United Kingdom

  (d)

Title of Class of Securities

Common Stock

  (e)

CUSIP Number

45114M109

 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  Not applicable

 

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Item 4. Ownership
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2021:

 

Reporting Persons 

Shares Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (3)

 
ND III LP (1)   2,749,994         2,749,994        2,749,994    2,749,994    7.0%
ND III GP (1) (2)             2,749,994        2,749,994    2,749,994    7.0%
ND III Management (1) (2)             2,749,994        2,749,994    2,749,994    7.0%
Nicholson (1) (2)             2,749,994        2,749,994    2,749,994    7.0%
Coles (1) (2)             2,749,994        2,749,994    2,749,994    7.0%

 

(1)

Includes 2,749,994 shares of Common Stock held by ND III LP.

(2) ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP.
(3) This percentage is calculated based on 39,041,805 shares of common stock outstanding as of November 12, 2021, as reported in the Issuer’s Form 10-Q filed with the SEC on November 15, 2021.

 

Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
  Not applicable
 
Item 9. Notice of Dissolution of Group
  Not applicable
 
Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 10, 2022

 

NanoDimension III, L.P.

 

 

By:    

its

 

By:

its

NanoDimension III GP Limited Partnership

General Partner

 

NanoDimension III Management Ltd

General Partner

 

 
By: /s/ Jonathan Nicholson  

Name: Jonathan Nicholson

Title: Director

 
   
NanoDimension III GP Limited Partnership  
   

By:

its

NanoDimension III Management Ltd

General Partner

 
   
By: /s/ Jonathan Nicholson  

Name: Jonathan Nicholson

Title: Director

 
   

NanoDimension III Management Ltd

 

 
By: /s/ Jonathan Nicholson   

Name: Jonathan Nicholson

Title: Director

 
   
/s/ Jonathan Nicholson  

Jonathan Nicholson

 

 
/s/ Richard Coles  

Richard Coles

 

 

  ATTENTION  
     
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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