Douglas Holtzman Form 3 Icosavax / Douglas Holtzman 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^*

Holtzman Douglas

(Last) (First) (Middle)

C/O ICOSAVAX, INC.

1616 EASTLAKE AVENUE E., SUITE 208

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific 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	240,982(1)	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-2 Preferred Stock	(2)	(2)	Common Stock	49,649	0.00	I	By Stanley Holtzman(3)
Series B-1 Preferred Stock	(2)	(2)	Common Stock	2,791	0.00	I	By Stanley Holtzman(3)
Stock Option (Right to Buy)	(4)	01/28/2031	Common Stock	65,420	1.04	D
Stock Option (Right to Buy)	(5)	04/11/2031	Common Stock	168,443	5.9	D
Stock Option (Right to Buy)	(6)	07/27/2031	Common Stock	124,500	15	D

Explanation of Responses:

1. Includes 86,759 shares subject to repurchase by us, which are subject to vesting.

2. The shares of Series A-2 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time, at the holder's election, at a ratio of 4.1557-for-1 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-2 Preferred Stock and Series B-1 Preferred Stock will automatically convert at a ratio of 4.1557-for-1 shares of the Issuer's common stock. The Series A-2 Preferred Stock and Series B-1 Preferred Stock have no expiration date.

3. Douglas Holtzman, Ph.D. holds power-of-attorney (POA) over the shares owned by Stanley Holtzman. As POA, Dr. Holtzman holds voting and dispositive control over such shares. Dr. Holtzman disclaims beneficial ownership of the shares over which he has POA except to the extent of any pecuniary interest therein.

4. 25% of the shares subject to the option will vest on 1/14/2022, and 1/48th of the shares subject to the option vest monthly thereafter.

5. 25% of the shares subject to the option will vest on 3/19/2022, and 1/48th of the shares subject to the option vest monthly thereafter.

6. 1/48th of the shares subject to the option vest monthly following July 28, 2021, the vesting commencement date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Thomas Russo, Attorney-in Fact	07/28/2021
	** 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).
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