Statement of Changes in Beneficial Ownership (4)
March 30 2022 - 4:32PM
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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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
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RA CAPITAL MANAGEMENT, L.P. |
2. Issuer Name and Ticker or Trading Symbol
Icosavax, Inc.
[
ICVX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
200 BERKELEY STREET, 18TH FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/28/2022 |
(Street)
BOSTON, MA 02116
(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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Common Stock | 3/28/2022 | | P | | 175318 | A | $4.5324 (1) | 5953665 (2) | I | See footnotes (2)(5) |
Common Stock | 3/29/2022 | | P | | 8900 | A | $4.7496 (3) | 5963565 (4) | I | See footnotes (4)(5) |
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) | This transaction was executed in multiple trades at prices ranging from $4.41 to $4.60; the price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions, and all other transactions reported in this Form 4, were effected upon request to the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
(2) | These securities include 5,315,997 shares held directly by RA Capital Healthcare Fund, L.P. (the "Fund") and 638,668 shares held by RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). |
(3) | This transaction was executed in multiple trades at prices ranging from $4.74 to $4.75; the price reported above reflects the weighted average purchase price. |
(4) | These securities include 5,324,897 shares held directly by the Fund and 638,668 shares held by Nexus Fund II. |
(5) | RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund and the Nexus Fund II. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
Remarks: Dr. Kolchinsky serves on the Issuer's board of directors. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RA CAPITAL MANAGEMENT, L.P. 200 BERKELEY STREET, 18TH FLOOR BOSTON, MA 02116 | X | X |
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RA Capital Healthcare Fund LP 200 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 | X | X |
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RA Capital Nexus Fund II, L.P. 200 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 | X | X |
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Kolchinsky Peter 200 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 | X | X |
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Shah Rajeev M. 200 BERKELEY STREET 18TH FLOOR BOSTON, MA 02116 | X | X |
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Signatures
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/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P. | | 3/30/2022 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P. | | 3/30/2022 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC the General Partner of RA Capital Nexus Fund II, L.P. | | 3/30/2022 |
**Signature of Reporting Person | Date |
/s/ Peter Kolchinsky, individually | | 3/30/2022 |
**Signature of Reporting Person | Date |
/s/ Rajeev Shah, individually | | 3/30/2022 |
**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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