SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GILLIS STEVEN

(Last)

(First)

(Middle)

C/O VBI VACCINES INC.,

160 SECOND STREET, FLOOR 3

(Street)

CAMBRIDGE

02421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VBI Vaccines Inc/BC [ VBIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, no par value per share								2,814	D
Common Shares, no par value per share	07/10/2023		P		609,090	A	$1.65⁽⁴⁾	1,043,292⁽¹⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$1.65	07/10/2023		P			609,090	07/10/2023	07/10/2028	Common Shares	609,090	⁽⁴⁾	609,090	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. Includes 100,869 common shares held of record by ARCH Venture Fund VI, L.P. ("ARCH VI") and 942,423 common shares held of record by ARCH Venture Fund X Overage, L.P. (the "ARCH Overage"). ARCH Venture Partners VI, L.P. (the "ARCH GPLP"), as the sole general partner of ARCH VI, may be deemed to beneficially own certain of the shares held of record by ARCH VI. The ARCH GPLP disclaims beneficial ownership of all shares held of record by ARCH VI in which the ARCH GPLP does not have an actual pecuniary interest. ARCH Venture Partners VI, LLC (the "ARCH GPLLC"), as the sole general partner of the ARCH GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH VI. The ARCH GPLLC disclaims beneficial ownership of all shares held of record by ARCH GPLP in which the ARCH GPLLC does not have an actual pecuniary interest.

2. ARCH Venture Partners X Overage, L.P. (the "Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own certain of the shares held of record by ARCH Overage. The Overage GPLP disclaims beneficial ownership of all shares held of record by ARCH Overage in which the Overage GPLP does not have an actual pecuniary interest. ARCH Venture Partners X, LLC (the "Overage GPLLC"), as the sole general partner of the Overage GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH Overage. The Overage GPLLC disclaims beneficial ownership of all shares held of record by Overage GPLP in which the Overage GPLLC does not have an actual pecuniary interest.

3. The reporting person owns an interest in ARCH GPLP but does not have voting or investment control over the shares held by ARCH VI, and disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The reporting person owns an interest in Overage GPLP and may be deemed to have voting and investment control over the shares held by ARCH Overage as member of the investment committee of Overage GPLLC, but disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

4. The 609,090 common shares reported in Table I and accompanying warrants to purchase up to 609,090 common shares reported in Table II of this Form 4 were purchased together at a combined public offering price of $1.65 per share and accompanying warrant, which such combined public offering price included $0.01 per accompanying warrant.

	/s/ Steven Gillis	07/17/2023
	** 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).
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