Statement of Changes in Beneficial Ownership (4)
August 25 2022 - 6:03PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Prime Movers Lab Fund I LP |
2. Issuer Name and Ticker or Trading Symbol
Vaxxinity, Inc.
[
VAXX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
P.O. BOX 12829, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/23/2022 |
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(Street)
JACKSON, WY 83002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 8/23/2022 | | S | | 7960 | D | $2.4466 (7) | 2258015 | I | Held by COVAXX PML SPV 1 LP (1)(6) |
| Class A Common Stock | 8/23/2022 | | S | | 2990 | D | $2.4466 (7) | 848162 | I | Held by COVAXX PML SPV 2 LP (2)(6) |
| Class A Common Stock | 8/23/2022 | | S | | 5265 | D | $2.4466 (7) | 1493639 | I | Held by COVAXX PML SPV 3 LP (3)(6) |
| Class A Common Stock | 8/23/2022 | | S | | 33785 | D | $2.4466 (7) | 9583460 | D (5)(6) | |
| Class A Common Stock | 8/24/2022 | | S | | 19741 | D | $2.3862 (8) | 2238274 | I | Held by COVAXX PML SPV 1 LP (1)(6) |
| Class A Common Stock | 8/24/2022 | | S | | 7415 | D | $2.3862 (8) | 840747 | I | Held by COVAXX PML SPV 2 LP (2)(6) |
| Class A Common Stock | 8/24/2022 | | S | | 13058 | D | $2.3862 (8) | 1480581 | I | Held by COVAXX PML SPV 3 LP (3)(6) |
| Class A Common Stock | 8/24/2022 | | S | | 83786 | D | $2.3862 (8) | 9499674 | D (5)(6) | |
| Class A common stock | 8/25/2022 | | S | | 5362 | D | $2.3310 (9) | 2232912 | I | Held by COVAXX PML SPV 1 LP (1)(6) |
| Class A common stock | 8/25/2022 | | S | | 2014 | D | $2.3310 (9) | 838733 | I | Held by COVAXX PML SPV 2 LP (2)(6) |
| Class A common stock | 8/25/2022 | | S | | 3547 | D | $2.3310 (9) | 1477034 | I | Held by COVAXX PML SPV 3 LP (3)(6) |
| Class A common stock | 8/25/2022 | | S | | 22757 | D | $2.3310 (9) | 9476917 | D (5)(6) | |
| Class A Common Stock | | | | | | | | 3615038 | I | Held by Prime Movers Growth Fund 1 LP (4)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Held by COVAXX PML SPV 1 LP ("PML SPV 1"). Prime Movers Lab GP I LLC ("PML GP I") is the general partner of Prime Movers Lab Fund I LP ("PML") and PML SPV 1. |
| (2) | Held by COVAXX PML SPV 2 LP ("PML SPV 2"). Prime Movers Lab GP II LLC ("PML GP II") is the general partner of PML SPV 2. |
| (3) | Held by COVAXX PML SPV 3 LP ("PML SPV 3"). PML GP II is the general partner of PML SPV 3. |
| (4) | Held by Prime Movers Growth Fund 1 LP ("PMG"). Prime Movers Growth GP I LLC ("PMG GP") is the general partner of PMG. |
| (5) | Held by PML. PML GP I is the general partner of PML. |
| (6) | Dakin Sloss is the manager of PML GP I, PML GP II and PMG GP, and may be deemed to beneficially own the securities held by PML, PMG, PML SPV 1, PML SPV 2 and PML SPV 3. Mr. Sloss disclaims any beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein. |
| (7) | The price of $2.4466 per share represents a weighted average of purchase prices ranging from $2.35 to $2.54 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |
| (8) | The price of $2.3862 per share represents a weighted average of purchase prices ranging from $2.38 to $2.45 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |
| (9) | The price of $2.3310 per share represents a weighted average of purchase prices ranging from $2.31 to $2.40 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Prime Movers Lab Fund I LP
P.O. BOX 12829
JACKSON, WY 83002 |
| X |
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Sloss Dakin
C/O PRIME MOVERS LAB FUND I LP
P.O. BOX 12829
JACKSON, WY 83002 |
| X |
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Signatures
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| Prime Movers Lab Fund I LP /s/ Taylor Frankel, Authorized Person | | 8/25/2022 |
| **Signature of Reporting Person | Date |
| Dakin Sloss /s/ Taylor Frankel, Attorney-in-fact | | 8/25/2022 |
| **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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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