Hing C Wong Form 3 HCW Biologics / Hing C Wong 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^*

Wong Hing C

(Last) (First) (Middle)

C/O HCW BIOLOGICS INC

2929 N. COMMERCE PARKWAY

(Street)

MIRAMAR FL 33025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2021

3. Issuer Name and Ticker or Trading Symbol
HCW Biologics Inc. [ HCWB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

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)
Common Stock	4,285,714	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 Redeemable Preferred Stock	(1)	(1)	Common Stock	6,316,691(2)	(1)	D
Series B Redeemable Preferred Stock	(3)	(3)	Common Stock	2,954,285(4)	(3)	D
Series C Redeemable Preferred Stock	(5)	(5)	Common Stock	1,071,428(6)	(5)	D

Explanation of Responses:

1. The Series A Redeemable Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering.

2. Includes 902,977 shares purchased jointly by Hing C. Wong and Bee Yau Huang.

3. The Series B Redeemable Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering.

4. Includes 1,525,714 shares purchased jointly by Hing C. Wong and Bee Yau Huang.

5. The Series C Redeemable Preferred Stock is convertible into the issuer's common stock on a one-for-one basis and has no expiration date. It will automatically convert into common stock upon the closing of the issuer's initial public offering.

6. Represents shares purchased jointly by Hing C. Wong and Bee Yau Huang.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Hing C. Wong	07/19/2021
	** 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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