Vaxcyte Inc.

12/10/2024 | Press release | Distributed by Public on 12/10/2024 15:15

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Paya Carlos V
2. Issuer Name and Ticker or Trading Symbol
Vaxcyte, Inc. [PCVX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VAXCYTE, INC., 825 INDUSTRIAL ROAD, STE. 300 		3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024
(Street)
SAN CARLOS, CA 94070 		4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/06/2024 G 2,500(1) D $ 0 1,550(2) D
Common Stock 12/06/2024 A 2,500 A $ 0 5,625 I By Family Trust(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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
Stock Option (right to buy) $72.51 12/09/2024 G 7,250(1) (4) 06/05/2034 Common Stock 7,250 $ 0 0 D
Stock Option (right to buy) $72.51 12/09/2024 A 7,250(1) (4) 06/05/2034 Common Stock 7,250 $ 0 7,250 I By Family Trust(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Paya Carlos V
C/O VAXCYTE, INC.
825 INDUSTRIAL ROAD, STE. 300
SAN CARLOS, CA 94070 		X

Signatures

Carlos V. Paya, by /s/ Peter N. Efremenko, Attorney-In-Fact 12/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported transactions involve the Reporting Person's transfer of certain securities to a trust for the sole benefit of the Reporting Person.
(2) As previously disclosed in Reporting Person's Form 4 filed on June 10, 2024, this represents the number of shares of Common Stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The RSUs will fully vest on the earlier of June 6, 2025 or the day prior to the next annual meeting of stockholders, subject to acceleration, and subject to the Reporting Person's continuous service through such date.
(3) Shares are held directly by a trust for the sole benefit of the Reporting Person.
(4) The shares of Common Stock subject to the option will vest monthly and fully vest on the earlier of June 6, 2025 or the day prior to the next annual meeting of stockholders, subject to acceleration, and subject to the Reporting Person's continuous service through such date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.