Vaxcyte Inc.

12/09/2024 | Press release | Distributed by Public on 12/09/2024 17:28

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 *
Eydelman Mikhail
2. Issuer Name and Ticker or Trading Symbol
Vaxcyte, Inc. [PCVX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, GEN COUNSEL & CORP SEC
(Last) (First) (Middle)
C/O VAXCYTE, INC., 825 INDUSTRIAL ROAD, SUITE 300 		3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024
(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 12/05/2024 G 110(1) D $ 0 28,697(2) D
Common Stock 12/05/2024 M 5,000 A $21.41 33,697 D
Common Stock 12/05/2024 S(3) 1,435 D $90.163(4) 32,262 D
Common Stock 12/05/2024 S(3) 3,177 D $91.912(5) 29,085 D
Common Stock 12/05/2024 S(3) 388 D $92.901(6) 28,697 D
Common Stock 12/09/2024 F 475(7) D $92.06 28,222 D
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) $21.41 12/05/2024 M 5,000 (8) 05/08/2032 Common Stock 5,000 $ 0 159,497 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eydelman Mikhail
C/O VAXCYTE, INC.
825 INDUSTRIAL ROAD, SUITE 300
SAN CARLOS, CA 94070 		SVP, GEN COUNSEL & CORP SEC

Signatures

Mikhail Eydelman, 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) Represents a bona fide gift of the Issuer's Common Stock to a non-profit educational institution.
(2) Includes 184 shares acquired on November 15, 2024 under the Issuer's Employee Stock Purchase Plan.
(3) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on June 11, 2024.
(4) The price reported is a weighted-average price. The shares were sold at prices ranging from $89.655 to $90.645. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(5) The price reported is a weighted-average price. The shares were sold at prices ranging from $91.265 to $92.175. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(6) The price reported is a weighted-average price. The shares were sold at prices ranging from $92.29 to $93.11. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(7) Represents shares surrendered to the Issuer to cover applicable tax withholding obligations realized upon the vesting of restricted stock units.
(8) 1/4 of the shares subject to the option vested on April 1, 2023, and 1/48 of the shares shall vest monthly thereafter, subject to Reporting Person's continuous service to the Company through each 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.