Vaxxinity Form 3 / Lou Reese 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^*

Reese Lou

(Last)

(First)

(Middle)

C/O VAXXINITY, INC

1717 MAIN ST, STE 3388

(Street)

DALLAS

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
X	Officer (give title below)	Other (specify below)
Executive Chairman

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 A common stock	51,338,366	I	Held by United Biomedical Inc. See Note⁽¹⁾
Class B common stock⁽²⁾	3,955,511	D
Class B common stock⁽²⁾	5,518,961	I	Held by spouse. See Note⁽³⁾

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 preferred stock	⁽⁴⁾	⁽⁴⁾	Class A common stock	⁽⁴⁾	⁽⁴⁾	I	Held by held by Blackfoot Healthcare Ventures LLC. See Note⁽⁵⁾
Series A preferred stock	⁽⁶⁾	⁽⁶⁾	Class A common stock	⁽⁶⁾	⁽⁶⁾	I	Held by United Biomedical Inc. See Note⁽¹⁾
Series A preferred stock	⁽⁷⁾	⁽⁷⁾	Class A common stock	⁽⁷⁾	⁽⁷⁾	I	Held by United Biomedical Inc., Asia. See Note⁽⁸⁾
Warrant	⁽⁹⁾	⁽⁹⁾	Class A common stock	⁽⁹⁾	12.45	I	See Note⁽¹⁾
Stock option (right to buy)	⁽¹⁰⁾	03/01/2031	Class A common stock	2,346,709	0.284	D
Stock option (right to buy)	⁽¹¹⁾	⁽¹¹⁾	Class B common stock⁽²⁾	2,991,835	10.0673	D
Stock option (right to buy)	⁽¹²⁾	⁽¹²⁾	Class B common stock⁽²⁾	2,991,835	10.0673	I	Held by spouse. See Note⁽³⁾
Stock option (right to buy)	⁽¹³⁾	⁽¹³⁾	Class B common stock⁽²⁾	378,785	10.0673	I	Held by spouse. See Note⁽³⁾
Stock option (right to buy)	⁽¹⁴⁾	01/26/2031	Class A common stock	1,590,547	0.284	I	Held by spouse. See Note⁽³⁾

Explanation of Responses:

1. These securities are held by United Biomedical Inc. ("UBI"). Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. 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 UBI in which the Reporting Person has no pecuniary interest.

2. Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date.

3. These securities are held by Mei Mei Hu, the Reporting Person's spouse. 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 Louis Reese in which the Reporting Person has no pecuniary interest.

4. The 422,696 shares of Series A preferred stock will convert into 271,655 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.

5. These shares are held by Blackfoot Healthcare Ventures LLC ("Blackfoot"). The Reporting Person is one of two shareholders of Blackfoot and may therefore be deemed to beneficially own the securities held by Blackfoot. 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 Blackfoot in which the Reporting Person has no pecuniary interest.

6. The 384,410 shares of Series A preferred stock will convert into 247,050 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.

7. The 6,554,643 shares of Series A preferred stock will convert into 4,212,495 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.

8. Held by United Biomedical, Asia Inc. ("UBIA"). UBI, through a subsidiary, holds a majority equity interest in UBIA and may be deemed to be the beneficial owner of the shares held by UBIA. Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. 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 UBI in which the Reporting Person has no pecuniary interest.

9. Represents 1,928,020 shares underlying a warrant. The warrant is currently exercisable.

10. Represents 2,346,709 time-vesting options. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period.

11. Represents 2,991,835 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 common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031.

12. Represents 2,991,835 performance-vesting options held by Mei Mei Hu, the Reporting Person's spouse. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031.

13. Represents 378,785 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% vesting on 1/26/2022 and the remainder vesting in equal installments each month during remainder of the vesting period.

14. Represents 1,590,547 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Rene Paula, attorney-in-fact for Louis Reese	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).
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.

Vaxxinity (VAXX) Form 3Vaxxinity / Lou Reese ownership change