Statement of Ownership (sc 13g)

NAMES OF REPORTING PERSONS

Longitude Capital Partners II, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

VAXCYTE, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

92243G108

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 92243G108		13G

(1)

All such shares are held of record by LVPII (as defined in Item 2(a) below). LCPII (as defined in Item 2(a) below) is the general partner of LVPII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPII and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 50,949,711 shares of Common Stock outstanding as of November 11, 2020, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange Commission on November 12, 2020 (the “Form 10-Q”).


CUSIP No. 92243G108		13G

(1)

All such shares are held of record by LVPII. LCPII is the general partner of LVPII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of LCPII and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 50,949,711 shares of Common Stock outstanding as of November 11, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 92243G108		13G

(1)

(2)	Based on 50,949,711 shares of Common Stock outstanding as of November 11, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 92243G108		13G

(1)

(2)	Based on 50,949,711 shares of Common Stock outstanding as of November 11, 2020, as reported by the Issuer in its Form 10-Q.


CUSIP No. 92243G108				13G

Item 1(a).

Name of Issuer:

Vaxcyte, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

353 Hatch Drive

Foster City, California

Item 2(a).

Name of Person Filing:

This joint statement on Schedule 13G is being filed by Longitude Venture Partners II, L.P. (“LVPII”), Longitude Capital Partners II, LLC (“LCPII” and together with LVPII, the “Reporting Entities”) and Juliet Tammenoms Bakker (“Tammenoms Bakker”) and Patrick G. Enright (“Enright” and together with Tammenoms Bakker, the “Managing Members”). The Reporting Entities and the Managing Members collectively are referred to as the “Reporting Persons”.

Item 2(b)

Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is 2740 Sand Hill Road, Second Floor, Menlo Park, California 94025.

Item 2(c).

Citizenship:

LCPII is a limited liability company organized under the laws of the State of Delaware. LVPII is a limited partnership organized under the laws of the State of Delaware. Each of the Managing Members is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.001 par value per share (“Common Stock”).

Item 2(e).

CUSIP Number:

92243G108

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person. LVPII is the record owner of the 3,106,350 shares of Common Stock (the “LVPII Shares”). As the general partner of LVPII, LCPII may be deemed to beneficially own the LVPII Shares. As the managing members of LCPII, each of the Managing Members also may be deemed to beneficially own the LVPII Shares.

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

*	Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreement of LVPII and the limited liability company agreement of LCPII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of the Group.

Not applicable.

Item 10.

Certifications.

Not Applicable

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.


CUSIP No. 92243G108		13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021


LONGITUDE VENTURE PARTNERS II, L.P.

By:		Longitude Capital Partners II, LLC
Its:		General Partner

By:		/s/ Juliet Tammenoms Bakker
		Juliet Tammenoms Bakker
Its:		Managing Member

LONGITUDE CAPITAL PARTNERS II, LLC

By:		/s/ Juliet Tammenoms Bakker
		Juliet Tammenoms Bakker
Its:		Managing Member

/s/ Patrick G. Enright
Patrick G. Enright

/s/ Juliet Tammenoms Bakker
Juliet Tammenoms Bakker