NanoDimension III, L.P. - Jul 28, 2021 Form 3 Insider Report for Icosavax, Inc. (ICVX)

Role: 10%+ Owner
Signature: NanoDimension III, L.P. By: NanoDimension III GP Limited Partnership, its general partner, By: NanoDimension III Management Limited, its general partner, By: /s/ Thomas Russo, Attorney-in-Fact
Stock symbol: ICVX
Transactions as of: Jul 28, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/28/2021, 09:22 PM
Next filing: Aug 4, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ICVX	Series A-1 Preferred Stock							Jul 28, 2021	Common Stock	2.5M		See footnote	F1, F2
holding	ICVX	Series B-1 Preferred Stock							Jul 28, 2021	Common Stock	247K		See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 4.1557-for-1. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.
F2	Held by NanoDimension III, L.P. ("ND III LP"). NanoDimension III GP Limited Partnership ("ND III GP") is the general partner of ND III LP. NanoDimension III Management Limited ("ND Management") is the general partner of ND III GP, and possesses the power to direct the voting and disposition of the shares owned by ND III LP and may be deemed to have indirect beneficial ownership of the shares held by ND III LP. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his or its respective pecuniary interest therein.

Content

The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 4.1557-for-1. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date.

Held by NanoDimension III, L.P. ("ND III LP"). NanoDimension III GP Limited Partnership ("ND III GP") is the general partner of ND III LP. NanoDimension III Management Limited ("ND Management") is the general partner of ND III GP, and possesses the power to direct the voting and disposition of the shares owned by ND III LP and may be deemed to have indirect beneficial ownership of the shares held by ND III LP. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his or its respective pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney