NanoDimension III, L.P. - Aug 2, 2021 Form 4 Insider Report for Icosavax, Inc. (ICVX)

Role
Former 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
Aug 2, 2021
Transactions value $
$2,000,010
Form type
4
Date filed
8/4/2021, 06:20 PM
Previous filing
Jul 28, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICVX Common Stock Conversion of derivative security $0 +2.75M $0.00 2.75M Aug 2, 2021 Direct F1, F2, F3
transaction ICVX Common Stock Purchase $2M +133K +4.85% $15.00 2.88M Aug 2, 2021 Direct F3, F4

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
transaction ICVX Series A-1 Preferred Stock Conversion of derivative security -10.4M -100% 0 Aug 2, 2021 Common Stock 2.5M $0.00 See footnote F2, F3
transaction ICVX Series B-1 Preferred Stock Conversion of derivative security -1.03M -100% 0 Aug 2, 2021 Common Stock 247K $0.00 See footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

NanoDimension III, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes an additional share of Common Stock as a result of the conversion of Preferred Stock calculated on an aggregate basis of all shares of Preferred Stock held by the holder.
F2 On August 2, 2021, the shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock converted into shares of the Issuer's common stock at a ratio of 4.1557-for-1 automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.
F3 NanoDimension III GP Limited Partnership ("ND III GP") is the general partner of NanoDimension III, L.P. ("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.
F4 ND III LP acquired additional shares in the Issuer's initial public offering.