Vaxart (VXRT) Form 4 Vaxart / Sean Tucker 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^*

Tucker Sean

(Last) (First) (Middle)

C/O VAXART, INC.

170 HARBOR WAY, SUITE 300

(Street)

SOUTH SAN FRANCISCO CA 94080

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2023

4. 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 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	03/17/2023		A		45,000(1)	A	$0	172,631	D
Common Stock	03/17/2023		A		54,157(1)	A	$0	226,788	D
Common Stock	03/17/2023		A		90,000(3)	A	$0	316,788	D
Common Stock								51,465	I	By joint tenancy with Frances Chang and Sean Tucker
Common Stock								9,060	I	By Spouse

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
Stock Option (right to buy)	$0.78	03/17/2023		A		205,000		(2)	03/16/2033	Common Stock	205,000	$0	205,000	D
Stock Option (right to buy)	$0.78	03/17/2023		A		410,000		(4)	03/16/2033	Common Stock	410,000	$0	410,000	D

Explanation of Responses:

1. Grant of shares upon vesting of restricted stock units, which shall fully vest on December 8, 2023.

2. The shares subject to this stock option shall fully vest on December 8, 2023.

3. Grant of shares upon vesting of restricted stock units. Twenty five percent of the shares underlying the award shall vest on each anniversary of the vesting commencement date of February 2, 2023, so that the restricted stock units would be fully vested on the fourth anniversary of the vesting commencement date.

4. The shares subject to this stock option shall vest as to 25% of the shares underlying the grant on February 2, 2024, the first anniversary of the date that vesting commenced, and thereafter in 36 equal monthly installments such that the stock option shall be fully vested on February 2, 2027.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Edward Berg, Attorney-in-Fact for Sean Tucker	03/21/2023
	** 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 4 (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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