Vaxxinity (VAXX) Form 3 Vaxxinity / Peter Diamandis 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^*

Diamandis Peter

(Last) (First) (Middle)

C/O VAXXINITY, INC

1717 MAIN ST, STE 3388

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2021

3. Issuer Name and Ticker or Trading Symbol
Vaxxinity, Inc. [ VAXX ]

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

X	Director	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)
Class B common stock(1)	1,099,915	D

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
Series A preferred stock	(2)	(2)	Class A common stock	(2)	(2)	I	See Note(3)
Stock option (right to buy)	(4)	03/01/2031	Class A common stock	779,142	1.209	D
Stock option (right to buy)	(5)	03/01/2031	Class A common stock	528,046	0.5681	D
Stock option (right to buy)	(6)	(6)	Class A common stock	815,955	4.1192	D

Explanation of Responses:

1. The Class B common stock is convertible into Class A common stock on a one-for-one basis and has no expiration date.

2. The 21,511 shares of Series A preferred stock will convert into 13,824 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.

3. These shares are held by Kristin Diamandis, wife of the Reporting Person. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Kristin Diamandis in which the Reporting Person has no pecuniary interest.

4. Represents 528,046 time-vesting options. These options are subject to a four-year vesting schedule, with 25% having vested on 6/2/2021 and the remainder vesting in equal installments each month during the remainder of the vesting period.

5. Represents 779,142 time-vesting options. These options are subject to a four year vesting schedule, beginning on December 31, 2019, vesting in equal installments each month during the vesting period.

6. Represents 815,955 performance-vesting options. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the Class A common stock maintains a 25% higher value than the initial public offering price of the Class A common stock for 20 days out of any consecutive 30-day period. Once vested, the option expires on the earlier of one year following vesting and 8/3/2031.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Rene Paula, attorney-in-fact for Peter Diamandis	11/10/2021
	** 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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