Longitude Venture Partners II Form 3 Vaxcyte / Bakker Juliet Tammenoms 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^*

Longitude Capital Partners II, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2020

3. Issuer Name and Ticker or Trading Symbol
Vaxcyte, Inc. [ PCVX ]

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

Director	X	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)

	Form filed by One Reporting Person
X	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)

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 A Preferred Stock	(1)	(1)	Common Stock	1,912,237	(1)	I	By Longitude Venture Partners II, L.P.(2)
Series B Preferred Stock	(3)	(3)	Common Stock	1,064,940	(3)	I	By Longitude Venture Partners II, L.P.(2)
Series C Preferred Stock	(4)	(4)	Common Stock	397,960	(4)	I	By Longitude Venture Partners II, L.P.(2)
Series D Preferred Stock	(5)	(5)	Common Stock	231,213	(5)	I	By Longitude Venture Partners II, L.P.(2)

1. Name and Address of Reporting Person^*

Longitude Capital Partners II, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Longitude Venture Partners II, L.P.

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENRIGHT PATRICK G

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tammenoms Bakker Juliet

(Last) (First) (Middle)

2740 SAND HILL ROAD, SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A Preferred Stock will be converted into shares of Common Stock for no consideration.

2. The securities are held of record by Longitude Venture Partners II, L.P. ("Longitude II"). Longitude Capital Partners II, LLC, ("LCP2"), the general partner of Longitude II, may be deemed to have voting, investment and dispositive power with respect to the shares held by Longitude II. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCP2 and may be deemed to have voting, investment and dispositive power over the shares held by Longitude II. Each of LCP2, Mr. Enright and Ms. Bakker disclaim beneficial ownership of such securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interest therein.

3. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock for no consideration.

4. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock for no consideration.

5. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock for no consideration.

Remarks:

	Longitude Capital Partners II, LLC, By: /s/ Patrick Enright, managing member	06/11/2020
	Longitude Venture Partners II, L.P., By: /s/ Patrick Enright, managing member of the general partner	06/11/2020
	/s/ Patrick Enright	06/11/2020
	/s/ Juliet Tammenoms Bakker	06/11/2020
	** Signature of Reporting Person	Date
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