Vaxart (VXRT) Form 4 Vaxart / Steven Boyd 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^*

ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vaxart, Inc. [ VXRT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	04/28/2020		S		1,292,070	D	$3.38(2)	23,907,930	D(1)
Common Stock	04/28/2020		S		0	D	$0	23,907,930	I	See Footnote 1
Common Stock	04/29/2020		S		873,634	D	$3.01(3)	23,034,296	D(1)
Common Stock	04/29/2020		S		0	D	$0	23,034,296	I	See Footnote 1
Common Stock	04/30/2020		S		4,434,296	D	$2.96(4)	18,600,000	D(1)
Common Stock	04/30/2020		S		0	D	$0	18,600,000	I	See Footnote 1

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

1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last) (First) (Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Armistice Capital Master Fund Ltd.

(Last) (First) (Middle)

C/O DMS CORPORATE SERVICES LTD.

20 GENESIS CLOSE, P.O. BOX 314

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Boyd Steven

(Last) (First) (Middle)

C/O ARMISTICE CAPITAL, LLC

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"). The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

2. This constitutes the weighted average sale price. The prices ranged from $3.20 to $3.90. The Reporting Person will provide upon request by the Securities and Exchange Commission staff (the "SEC Staff"), the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. This constitutes the weighted average sale price. The prices ranged from $2.96 to $3.40. The Reporting Person will provide upon request by the SEC Staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. This constitutes the weighted average sale price. The prices ranged from $2.67 to $3.48. The Reporting Person will provide upon request by the SEC Staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

The Reporting Persons realized short-swing profits under Section 16(b) of the Exchange Act as a result of sales of the issuer's common stock reported herein being matched against previous purchases of common stock by the Reporting Persons made in November 2019. On April 30, 2020, the Reporting Persons agreed to disgorge $661,118.15 to the issuer, representing the short-swing profits realized by the Reporting Persons.

	Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member	04/30/2020
	Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director	04/30/2020
	/s/ Steven Boyd	04/30/2020
	** Signature of Reporting Person	Date
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