| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/28/2021 |
3. Issuer Name and Ticker or Trading Symbol
Icosavax, Inc. [ ICVX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-1 Preferred Stock (par value, $0.0001) | (1) | (1) | Common Stock | 3,003,224 | 0.00 | I | Through its wholly-owned subsidiary, Aventis, Inc.(2) |
| Series B-1 Preferred Stock (par value, $0.0001) | (1) | (1) | Common Stock | 85,278 | 0.00 | I | Through its wholly-owned subsidiary, Aventis, Inc.(2) |
| Explanation of Responses: |
| 1. 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, as shown in Column 3, 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 as shown in Column 3. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date. |
| 2. Sanofi is the beneficial owner of 3,003,224 Shares of Series A-1 Preferred Stock and 85,278 Shares of Series B-1 Preferred Stock of the Issuer through its wholly owned subsidiary, Aventis, Inc. |
| Remarks: |
| /s/ Alexander Roger, Head of Securities Law and Capital Markets | 07/28/2021 | |
| ** 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 5 (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 Number. | ||