Icosavax (ICVX) Form 4 Icosavax / MARK MCDADE 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^*

MCDADE MARK

(Last) (First) (Middle)

C/O QIMING U.S. VENTURES MANAGEMENT, LLC

11100 NE 8TH STREET, SUITE 200

(Street)

BELLEVUE WA 98004

(City) (State) (Zip)

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

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)
06/10/2022

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	06/10/2022		A		5,543(1)	A	$0.00	55,786	D
Common Stock								3,510,228	I	By Qiming U.S. Healthcare Fund II, L.P.(2)

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
Stock Option (Right to Buy)	$6.25	06/10/2022		A		22,278		(3)	06/09/2032	Common Stock	22,278	$0.00	22,278	D

Explanation of Responses:

1. These shares represent a restricted stock unit ("RSU") award, which shall vest at the earlier of (x) June 10, 2023 or (y) the date of the 2023 Annual Meeting of Stockholders. The vesting of the RSUs is subject to the Reporting Person's continuous service through such vesting date.

2. The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP") is the sole general partner of Qiming. The Reporting Person is a managing member of Qiming GP and may be deemed to share voting and dispositive power over the shares held by Qiming. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

3. This option vests in substantially equal monthly installments over a twelve-month period commencing on July 10, 2022 (or, in the event the 2023 Annual Meeting of Stockholders occurs prior to June 10, 2023, any remaining unvested portion of the option will vest on the date of the 2023 Annual Meeting of Stockholders), subject to the Reporting Person's continuous service as of the applicable vesting date.

Remarks:

	/s/ Mark McDade	06/14/2022
	** 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).
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