Icosavax Form 3 / Terry P Gould 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^*

Gould Terry P

(Last)

(First)

(Middle)

C/O ICOSAVAX, INC.

1616 EASTLAKE AVENUE E., SUITE 208

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

3. Issuer Name and Ticker or Trading Symbol
Icosavax, Inc. [ ICVX ]

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

X	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)

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	873,755	0.00	I	See footnotes⁽²⁾⁽⁸⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	844,608	0.00	I	See footnotes⁽³⁾⁽⁸⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	250,768	0.00	I	See footnotes⁽⁴⁾⁽⁸⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	324,402	0.00	I	See footnotes⁽⁵⁾⁽⁸⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	484,459	0.00	I	See footnotes⁽⁶⁾⁽⁸⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	225,229	0.00	I	See footnotes⁽⁷⁾⁽⁸⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	74,432	0.00	I	See footnotes⁽²⁾⁽⁸⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	71,950	0.00	I	See footnotes⁽³⁾⁽⁸⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	21,362	0.00	I	See footnotes⁽⁴⁾⁽⁸⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	27,635	0.00	I	See footnotes⁽⁵⁾⁽⁸⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	41,269	0.00	I	See footnotes⁽⁶⁾⁽⁸⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,186	0.00	I	See footnotes⁽⁷⁾⁽⁸⁾

Explanation of Responses:

1. The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 4.1557-for-1. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.

2. The shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").

3. The shares are held directly by Adams Street Growth Equity Fund VII LP ("AS GE VII").

4. The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").

5. The shares are held directly by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017").

6. The shares are held directly by Adams Street 2018 Direct Venture/Growth Fund LP ("AS 2018").

7. The shares are held directly by Adams Street 2019 Direct Growth Equity Fund LP ("AS 2019").

8. Adams Street Partners, LLC as the managing member of the general partner of the general partner of ASVG VI, AS GE VII, AS 2016, AS 2017, AS 2018 and AS 2019 (collectively the "Funds"), may be deemed to beneficially own the shares held by the Funds. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by the Funds. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the shares held by the Funds except to the extent of their pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Thomas Russo, Attorney-in-Fact	07/28/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Icosavax (ICVX) Form 3Icosavax / Terry P Gould ownership change