SEC Form 3

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* Prime Movers Lab Fund I LP (Last) (First) (Middle) P.O. BOX 12829 (Street) JACKSON WY 83002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2021	3. Issuer Name and Ticker or Trading Symbol Vaxxinity, Inc. [ VAXX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 preferred stock	(1)	(1)	Class A common stock	3,570,201	(1)	I	See footnote(2)(11)
Series A preferred stock	(3)	(3)	Class A common stock	1,341,050	(3)	I	See footnote(4)(11)
Series A preferred stock	(5)	(5)	Class A common stock	2,361,626	(5)	I	See footnote(6)(11)
Series B preferred stock	(7)	(7)	Class A common stock	5,625,000	(7)	I	See footnote(8)(11)
Series A preferred stock	(9)	(9)	Class A common stock	15,152,627	(9)	D(10)(11)

1. Name and Address of Reporting Person* Prime Movers Lab Fund I LP (Last) (First) (Middle) P.O. BOX 12829 (Street) JACKSON WY 83002 (City) (State) (Zip)

1. Name and Address of Reporting Person* Sloss Dakin (Last) (First) (Middle) C/O PRIME MOVERS LAB FUND I LP P.O. BOX 12829 (Street) JACKSON WY 83002 (City) (State) (Zip)

Explanation of Responses:

1. The 3,570,201 shares of Series A preferred stock will convert into 2,294,473 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.

2. Held by COVAXX PML SPV 1 LP ("PML SPV 1"). Prime Movers Lab GP I LLC ("PML GP I") is the general partner of Prime Movers Lab Fund I LP ("PML") and PML SPV 1.

3. The 1,341,050 shares of Series A preferred stock will convert into 861,857 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.

4. Held by COVAXX PML SPV 2 LP ("PML SPV 2"). Prime Movers Lab GP II LLC ("PML GP II") is the general partner of PML SPV 2.

5. The 2,361,626 shares of Series A preferred stock will convert into 1,517,754 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.

6. Held by COVAXX PML SPV 3 LP ("PML SPV 3"). PML GP II is the general partner of PML SPV 3.

7. The 5,625,000 shares of Series B preferred stock will convert into 3,615,038 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series B preferred stock.

8. Held by Prime Movers Growth Fund 1 LP ("PMG"). Prime Movers Growth GP I LLC ("PMG GP") is the general partner of PMG.

9. The 15,152,627 shares of Series A preferred stock will convert into 9,738,192 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock.

10. Held by PML. PML GP I is the general partner of PML.

11. Dakin Sloss is the manager of PML GP I, PML GP II and PMG GP, and may be deemed to beneficially own the securities held by PML, PMG, PML SPV 1, PML SPV 2 and PML SPV 3. Mr. Sloss disclaims any beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein.

Remarks:

	Prime Movers Lab Fund I LP /s/ Jon Layman, Authorized Person	11/10/2021
	Dakin Sloss /s/ Jon Layman, Attorney-in-Fact	11/10/2021
	** 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).
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