Virpax Pharmaceuticals (VRPX) Form 3 Virpax Pharmaceuticals / Jeffrey Gudin 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^*

Gudin Jeffrey

(Last) (First) (Middle)

1554 PAOLI PIKE, #279

(Street)

WEST CHESTER PA 19380

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2021

3. Issuer Name and Ticker or Trading Symbol
Virpax Pharmaceuticals, Inc. [ VRPX ]

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

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

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, $0.00001 par value per share	7,584	D
Common Stock, $0.00001 par value per share	2,730,438	I	Virpax Pharmaceuticals, LLC(1)

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
Stock Option (right to buy)	05/18/2020	05/18/2029	Common Stock, $0.00001 par value per share	15,169	9.89	D
Stock Option (right to buy)	05/22/2021	05/22/2030	Common Stock, $0.00001 par value per share	30,338	9.89	D

Explanation of Responses:

1. The Reporting Person owns 11.1111% of the outstanding member units of Virpax Pharmaceuticals, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Christopher Chipman, power of attorney	02/16/2021
	** 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).
** 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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