John L Flavin Form 3 Pyxis Oncology / JOHN L FLAVIN ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FLAVIN JOHN L

(Last) (First) (Middle)

C/O PYXIS ONCOLOGY, INC.

35 CAMBRIDGEPARK DRIVE

(Street)

CAMBRIDGE MA 02140

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021

3. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [ PYXS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	169,222(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(2)	(2)	Common Stock	2,388	(2)	D
Stock Option (Right to buy)	(3)	08/18/2031	Common Stock	15,725	8.71	D

Explanation of Responses:

1. Includes 47,593 shares of restricted stock that are subject to vesting in six, substantially-equal quarterly installments beginning October 22, 2021, subject to the reporting person's continued service through the applicable vesting date.

2. Each 6.359 shares of Series B Convertible Preferred Stock are currently convertible into one share of Common Stock at the option of the holder, for no additional consideration, and will convert automatically upon completion of the Issuer's initial public offering (with fractional shares paid out in cash). These shares have no expiration date.

3. These stock options vest in three, substantially-equal annual installments beginning on the first anniversary of the August 19, 2021 grant date, subject to the reporting person's continued service through the applicable vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Pamela Connealy, Attorney-in-Fact for John Flavin	10/07/2021
	** 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 5 (b)(v).
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