Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* PICKERING GRANT	2. Issuer Name and Ticker or Trading Symbol Vaxcyte, Inc. [ PCVX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) C/O VAXCYTE, INC., 353 HATCH DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 9/21/2021
(Street) FOSTER CITY, CA 94404 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/21/2021		M		10807	A	$1.79	591061	D
Common Stock	9/21/2021		S⁽¹⁾		10005	D	$25.17 ⁽²⁾	581056	D
Common Stock	9/21/2021		S⁽¹⁾		802	D	$25.89 ⁽³⁾	580254	D
Common Stock	9/22/2021		M		4193	A	$1.79	584447	D
Common Stock	9/22/2021		S⁽¹⁾		4193	D	$25.1933 ⁽⁴⁾	580254	D
Common Stock								355660	I	By Children's Trusts

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.79	9/21/2021		M			10807	⁽⁵⁾	5/17/2027	Common Stock	10807	$0.00	363008	D
Stock Option (right to buy)	$1.79	9/22/2021		M			4193	⁽⁵⁾	5/17/2027	Common Stock	4193	$0.00	358815	D

Explanation of Responses:
(1)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(2)	The price reported is a weighted-average price. The shares were sold at prices ranging from $24.73 to $25.59. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	The price reported is a weighted-average price. The shares were sold at prices ranging from $25.88 to $25.94. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4)	The price reported is a weighted-average price. The shares were sold at prices ranging from $24.90 to $25.45. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(5)	The shares subject to the option are fully vested and exercisable.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PICKERING GRANT C/O VAXCYTE, INC. 353 HATCH DRIVE FOSTER CITY, CA 94404	X		Chief Executive Officer