| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Icosavax, Inc. [ ICVX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/02/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 (par value, $0.0001) | 08/02/2021 | C | 3,088,502 | A | $0.00(1) | 3,088,502 | I | Through its wholly-owned subsidiary, Aventis Inc.(2) | ||
| Common Stock (par value, $0.0001) | 08/02/2021 | P | 66,667 | A | $15(3) | 3,155,169 | I | Through its wholly-owned subsidiary, Aventis Inc.(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A-1 Preferred Stock (par value, $0.0001) | $0.00 | 08/02/2021 | C | 12,480,498 | (1) | (1) | Common Stock | 3,003,224 | (1) | 0 | I | Through its wholly-owned subsidiary, Aventis Inc(2) | |||
| Series B-1 Preferred Stock (par value, $0.0001) | $0.00 | 08/02/2021 | C | 354,393 | (1) | (1) | Common Stock | 85,278 | (1) | 0 | I | Through its wholly-owned subsidiary, Aventis Inc(2) | |||
| Explanation of Responses: |
| 1. On August 2, 2021, the shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock converted into shares of the Issuer's Common Stock at a ratio of 4.1557-for-1 automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer. |
| 2. Sanofi is the beneficial owner of 3,155,169 Shares of Common Stock of the Issuer through its wholly owned subsidiary, Aventis, Inc. |
| 3. The reporting person acquired additional shares in the Issuer's initial public offering. |
| Remarks: |
| /s/ Alexander Roger, Head of Securities Law and Capital Markets | 08/02/2021 | |
| ** 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 4 (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. | ||
