SC 13G 1 vaxxinity13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Vaxxinity, Inc.

(Name of Issuer)

Class A Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

92244V104

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	Rule 13d-1(b)
	☐	Rule 13d-1(c)
	☒	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS

	Prime Movers Lab Fund I LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)		(a) ☒
			(b) ☐

3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		9,738,192

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		9,738,192

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,738,192

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES		☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.7%¹

12	TYPE OF REPORTING PERSON*
	PN

The percentages used herein and in the rest of this Schedule 13G calculated based on 111,519,983 shares of the Issuer’s Common Stock outstanding as of December 17, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the Securities and Exchange Commission on December 23, 2021.

1	NAMES OF REPORTING PERSONS

	Prime Movers Lab GP I LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

			(a) ☒
			(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		12,032,665

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		12,032,665

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,032,665²

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
			☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	10.8%

12	TYPE OF REPORTING PERSON*
	PN

Includes (i) 9,738,192 shares held by Prime Movers Lab Fund I LP (“PML”), and (ii) 2,294,473 shares held by COVAXX PML SPV 1 LP (“PML SPV 1”). Prime Movers Lab GP I LLC (“PML GP”), is the general partner of PML and PML SPV 1. Dakin Sloss is the manager of PML GP and may be deemed to have or share beneficial ownership of the shares held by PML and PML SPV 1.

1	NAMES OF REPORTING PERSONS

	Prime Movers Lab GP II LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☒
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		2,379,611

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		2,379,611

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,379,611³

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

Includes (i) 861,857 shares held by COVAXX PML SPV 2 LP (“PML SPV 2”) and (ii) 1,517,754 shares held by COVAXX PML SPV3 LP (“PML SPV 3”). Prime Movers Lab GP II LLC (“PML GP II”) is the general partner of PML SPV 2 and PML SPV 3. Dakin Sloss is the manager of PML GP II and may be deemed to have or share beneficial ownership of the shares held by PML SPV 2 and PML SPV 3.

1	NAMES OF REPORTING PERSONS

	COVAXX PML SPV 1 LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☒
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		2,294,473

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		2,294,473

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,294,473

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS

	COVAXX PML SPV 2 LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☒
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		861,857

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		861,857

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	861,857

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS

	COVAXX PML SPV 3 LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☒
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,517,754

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,517,754

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,517,754

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS

	Prime Movers Growth Fund 1 LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☒
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		3,615,038

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		3,615,038

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,615,038

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.2%⁴

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS

	Prime Movers Growth GP I LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☒
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		3,615,038

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		3,615,038

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,615,038⁴

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

4	Includes 3,615,038 shares held by Prime Movers Growth Fund I LP (“PM Growth”) Prime Movers Growth GP I LLC (“PM Growth GP”), is the general partner of PM Growth. Dakin Sloss is the manager of PM Growth GP and may be deemed to have or share beneficial ownership of the shares held by PM Growth.

1	NAMES OF REPORTING PERSONS

	Dakin Sloss

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☒
			(b)	☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		18,027,314

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		18,027,314

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,027,314⁵

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	16.2%⁵

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Consists of (i) 9,738,192 shares held by PML, (ii) 3,615,038 shares held by PM Growth, (iii) 2,294,473 shares held by PML SPV 1, (iv) 861,857 shares held by PMV SPV 2, and (v) 1,517,754 shares held by PML SPV. Prime Movers Lab GP I LLC (“PML GP I”) is the general partner of PML and PML SPV 1. Prime Movers Lab GP II LLC (“PML GP II”) is the general partner of PML SPV 2 and PML SPV 3. Prime Movers Growth GP I LLC (“PM Growth GP”) is the general partner of PM Growth. Dakin Sloss is the manager of PML GP I, PML GP II and PM Growth GP, and as a result may be deemed to have or share beneficial ownership of the shares held by PML, PM Growth, PML SPV 1, PML SPV 2 and PML SPV 3.

Item 1(a)	Name of Issuer:

	The name of the issuer is Vaxxinity, Inc. (“Vaxxinity”).

Item 1(b)	Address of Issuer's Principal Executive Offices:

	Vaxxinity's principal executive office is located at 1717 Main St., Suite 3388, Dallas, Texas 75201.

Item 2(a)	Name of Person Filing:

	This Schedule 13G is being jointly on behalf of the following persons (collectively, the "Reporting Persons"): 1. Prime Movers Lab Fund I LP ("PML"); 2. Prime Movers Lab GP I LLC ("PML GP I"); 3. Prime Movers Lab GP II LLC ("PML GP II"); 4. COVAXX PML SPV 1 LP ("PML SPV 1"); 5. COVAXX PML SPV 2 LP ("PML SPV 2"); 6. COVAXX PML SPV 3 LP ("PML SPV 3"); 7. Prime Movers Growth Fund 1 LP ("PM Growth"); 8. Prime Movers Growth GP I LLC ("PM Growth GP"); and 9. Dakin Sloss.

Item 2(b)	Address of Principal Business Office or, if none, Residence:

	The principal business address of the Reporting Persons is P.O. Box 12829, Jackson, WY, 83002.

Item 2(c)	Citizenship:

	PML is a Delaware limited partnership, PML GP I is a Delaware limited liability company, PML GP II is a Delaware limited liability company, PML SPV 1 is a Delaware limited partnership, PML SPV 2 is a Delaware limited partnership, PML SPV 3 is a Delaware limited partnership, PM Growth is a Delaware limited partnership, and PM Growth GP is a Delaware limited liability company. Dakin Sloss is a United States citizen.

Item 2(d)	Title of Class of Securities:

	Class A Common Stock, par value $0.0001 per share.

Item 2(e)	CUSIP No.:

	92244V104

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

	Not applicable.

Item 4

Ownership:

1.	Prime Movers Lab Fund I LP

	(a)		Amount beneficially owned: 9,738,192

	(b)		Percent of class: 8.7%

	(c)		Number of shares as to which such person has:

			(i)		Sole power to vote or direct the vote: -0-

			(ii)		Shared power to vote or direct the vote: 9,738,192

			(iii)		Sole power to dispose or direct the disposition: -0-

			(iv		Shared power to dispose or direct the disposition: 9,738,192

2.		Prime Movers Lag GP I LLC

		(a)		Amount beneficially owned: 12,032,665

		(b)		Percent of class: 10.8%

		(c)		Number of shares as to which such person has:

				(i)		Sole power to vote or direct the vote: -0-

				(ii)		Shared power to vote or direct the vote: 12,032,665

				(iii)		Sole power to dispose or direct the disposition: -0-

				(iv)		Shared power to dispose or direct the disposition: 12,032,665

3.	Prime Movers Lag GP II LLC

	(a)	Amount beneficially owned: 2,379,611

	(b)	Percent of class: 2.1%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 2,379,611

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 2,379,611

4.	COVAXX PML SPV 1 LP

	(a)	Amount beneficially owned: 2,294,473

	(b)	Percent of class: 2.1%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 2,294,473

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 2,294,473

5.	COVAXX PML SPV 2 LP

	(a)	Amount beneficially owned: 861,857

	(b)	Percent of class: 0.8%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 861,857

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 861,857

6.	COVAXX PML SPV 3 LP

	(a)	Amount beneficially owned: 1,517,754

	(b)	Percent of class: 1.4%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 1,517,754

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 1,517,754

7.	Prime Movers Growth Fund 1 LP

	(a)	Amount beneficially owned: 3,615,038

	(b)	Percent of class: 3.2%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 3,615,038

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 3,615,038

8.	Prime Movers Growth GP I LLC

	(a)	Amount beneficially owned: 3,615,038

	(b)	Percent of class: 3.2%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 3,615,038

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 3,615,038

9.	Dakin Sloss⁶

	(a)	Amount beneficially owned: 18,027,314

	(b)	Percent of class: 16.2%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 18,027,314

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 18,027,314

6	Dakin Sloss is the manager of PML GP I, PML GP II, and PM Growth GP, and as a result may be deemed to have or share beneficial ownership of the shares held by PML, PM Growth, PML SPV 1, PML SPV 2, and PML SPV 3.

Item 5	Ownership of Five Percent or Less of a Class:

	If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6	Ownership of More Than Five Percent on Behalf of Another Person:

	Not applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

	Not applicable.

Item 8	Identification and Classification of Members of the Group:

	Not applicable.

Item 9	Notice of Dissolution of Group:

	Not applicable.

Item 10	Certification:

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13G is true, complete and correct.

Date: February 9, 2022

PRIME MOVERS LAB FUND I LP COVAXX PML SPV 1 LP		PRIME MOVERS GROWTH FUND I LP

By:	Prime Movers Lab GP I LLC	By:	Prime Movers Growth GP I LLC
Its:	General Partner	Its:	General Partner

By:	/s/ Jon Layman	By:	Jon Layman
Name:	Jon Layman	Name:	Jon Layman
Title:	Authorized Person	Title:	Authorized Person

PRIME MOVERS LAB GP I LLC		COVAXX PML SPV 2 LP COVAXX PML SPV 3 LP

By:	/s/ Jon Layman	By:	Prime Movers Lab GP II LLC
Name:	Jon Layman	Its:	General Partner
Title:	Authorized Person
		By:	/s/ Jon Layman
		Name:	Jon Layman
		Title:	Authorized Person

PRIME MOVERS LAB GP II LLC		DAKIN SLOSS

By:	/s/ Jon Layman	By:	/s/ Dakin Sloss
Name:	Jon Layman
Title:	Authorized Person

PRIME MOVERS GROWTH GP I LLC

By:	/s/ Jon Layman
Name:	Jon Layman
Title:	Authorized Person

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Joint Filing Agreement dated February 9, 2022.

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 9, 2022

PRIME MOVERS LAB FUND I LP COVAXX PML SPV 1 LP		PRIME MOVERS GROWTH FUND I LP

By:	Prime Movers Lab GP I LLC	By:	Prime Movers Growth GP I LLC
Its:	General Partner	Its:	General Partner

By:	/s/ Jon Layman	By:	Jon Layman
Name:	Jon Layman	Name:	Jon Layman
Title:	Authorized Person	Title:	Authorized Person

PRIME MOVERS LAB GP I LLC		COVAXX PML SPV 2 LP COVAXX PML SPV 3 LP

By:	/s/ Jon Layman	By:	Prime Movers Lab GP II LLC
Name:	Jon Layman	Its:	General Partner
Title:	Authorized Person
		By:	/s/ Jon Layman
		Name:	Jon Layman
		Title:	Authorized Person

PRIME MOVERS LAB GP II LLC		DAKIN SLOSS

By:	/s/ Jon Layman	By:	/s/ Dakin Sloss
Name:	Jon Layman
Title:	Authorized Person

PRIME MOVERS GROWTH GP I LLC

By:	/s/ Jon Layman
Name:	Jon Layman
Title:	Authorized Person

SEC Form SC 13G filed by Vaxxinity Inc.