Vaxart (VXRT) Form 4 Change in insider ownership

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^*

Care Capital III LLC

(Last) (First) (Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2018

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	02/13/2018		A		30,793,670	A	(1)	30,793,670	I	See Footnote(2)

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^*

Care Capital III LLC

(Last) (First) (Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Care Capital Investments III L.P.

(Last) (First) (Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Care Capital Offshore Investments III LP

(Last) (First) (Middle)

47 HULFISH STREET

SUITE 310

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 30,793,670 aggregate shares of Aviragen Therapeutics, Inc. ("Aviragen") common stock received by Care Capital Investments III, LP ("Investments III") and Care Capital Offshore Investments III, LP ("Offshore III") upon conversion of shares of Vaxart, Inc. ("Vaxart") in connection with the merger of Vaxart into Agora Merger Sub, Inc., a wholly owned subsidiary of Aviragen (the "Merger"). In connection with the closing of the Merger, each share of Vaxart common stock was converted into 0.2211 shares of Aviragen common stock. On the closing date of the Merger, the closing price of Aviragen's common stock was $0.82 per share. Following the Merger, Aviragen effected a reverse stock split at a ratio of one new share for every eleven shares of Aviragen common stock outstanding. The effects of such reverse stock split is not reflected here.

2. Consists of (i) 30,287,856 shares held by Investments III and (ii) 505,814 shares held by Offshore III. Care Capital III LLC is the general partner of Investments III LP and Offshore III (collectively, "Care Capital") and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. The Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by Care Capital, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	Care Capital III LLC /s/ David R. Ramsay	02/15/2018
	Care Capital Investments III L.P., By: Care Capital III LLC, Its General Partner /s/ David R. Ramsay	02/15/2018
	Care Capital Offshore Investments III LP, By: Care Capital III LLC, Its General Partner /s/ David R. Ramsay	02/15/2018
	** Signature of Reporting Person	Date
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