Robert Lorne Hopfner Form 4 Vaxcyte / Robert Lorne Hopfner ownership change

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^*

Hopfner Robert Lorne

(Last) (First) (Middle)

C/O VAXCYTE, INC.

353 HATCH DRIVE

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2021

4. 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 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	02/08/2021		S(1)		50,874	D	$25.64(2)	1,733,242	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/08/2021		S(1)		28,922	D	$26.06(4)	1,704,320	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/09/2021		S(1)		38,248	D	$27.12(5)	1,666,072	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/09/2021		S(1)		88,756	D	$28.07(6)	1,577,316	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/09/2021		S(1)		93,740	D	$28.75(7)	1,483,576	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/10/2021		S(1)		37,271	D	$25.75(8)	1,446,305	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/10/2021		S(1)		26,688	D	$26.78(9)	1,419,617	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/10/2021		S(1)		7,567	D	$27.64(10)	1,412,050	I	By Pivotal bioVenture Partners Fund I, L.P.(3)
Common Stock	02/10/2021		S(1)		6,632	D	$28.66(11)	1,405,418	I	By Pivotal bioVenture Partners Fund I, L.P.(3)

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2020.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.02 to $26.01, inclusive. The reporting person undertakes to provide to Vaxcyte, Inc., any security holder of Vaxcyte, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (4), (5), (6), (7), (8), (9), (10) and (11) to this Form 4.

3. The shares are held of record by Pivotal bioVenture Partners Fund I, L.P. ("Pivotal"). The general partner of Pivotal is Pivotal bioVenture Partners Fund I G.P., L.P., ("Pivotal GP"). The general partner of Pivotal GP is Pivotal bioVenture Partners Fund I U.G.P., Ltd, (the "Ultimate General Partner"). The board of directors of the Ultimate General Partner may, along with the Ultimate General Partner, be deemed to have shared voting and dispositive power over the shares owned by Pivotal. Rob Hopfner is the managing partner of Pivotal bioVenture Partners Investment Advisor LLC and may be deemed to share voting and investment power over the shares held directly by Pivotal bioVenture Partners. Mr. Hopfner disclaims beneficial ownership over such shares except to the extent of any pecuniary interest therein.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.02 to $26.18, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.50 to $27.49, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.50 to $28.49, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.50 to $29.11, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.27 to $26.26, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.27 to $27.26, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.27 to $28.26, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.27 to $29.11, inclusive.

	/s/ Rob Hopfner	02/10/2021
	** Signature of Reporting Person	Date
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