SEC Filing | Vaxxinity

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SEC FORM 3 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^*

Reese Lou

(Last)

(First)

(Middle)

C/O VAXXINITY, INC

1717 MAIN ST, STE 3388

(Street)

DALLAS

75201

(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)

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

5. 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 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)
Class A common stock	51,338,366	I	Held by United Biomedical Inc. See Note⁽¹⁾
Class B common stock⁽²⁾	3,955,511	D
Class B common stock⁽²⁾	5,518,961	I	Held by spouse. See Note⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A preferred stock	⁽⁴⁾	⁽⁴⁾	Class A common stock	⁽⁴⁾	⁽⁴⁾	I	Held by held by Blackfoot Healthcare Ventures LLC. See Note⁽⁵⁾
Series A preferred stock	⁽⁶⁾	⁽⁶⁾	Class A common stock	⁽⁶⁾	⁽⁶⁾	I	Held by United Biomedical Inc. See Note⁽¹⁾
Series A preferred stock	⁽⁷⁾	⁽⁷⁾	Class A common stock	⁽⁷⁾	⁽⁷⁾	I	Held by United Biomedical Inc., Asia. See Note⁽⁸⁾
Warrant	⁽⁹⁾	⁽⁹⁾	Class A common stock	⁽⁹⁾	12.45	I	See Note⁽¹⁾
Stock option (right to buy)	⁽¹⁰⁾	03/01/2031	Class A common stock	2,346,709	0.284	D
Stock option (right to buy)	⁽¹¹⁾	⁽¹¹⁾	Class B common stock⁽²⁾	2,991,835	10.0673	D
Stock option (right to buy)	⁽¹²⁾	⁽¹²⁾	Class B common stock⁽²⁾	2,991,835	10.0673	I	Held by spouse. See Note⁽³⁾
Stock option (right to buy)	⁽¹³⁾	⁽¹³⁾	Class B common stock⁽²⁾	378,785	10.0673	I	Held by spouse. See Note⁽³⁾
Stock option (right to buy)	⁽¹⁴⁾	01/26/2031	Class A common stock	1,590,547	0.284	I	Held by spouse. See Note⁽³⁾

Explanation of Responses:

1. These securities are held by United Biomedical Inc. ("UBI"). Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI in which the Reporting Person has no pecuniary interest.

2. Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date.

3. These securities are held by Mei Mei Hu, the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Louis Reese in which the Reporting Person has no pecuniary interest.

4. The 422,696 shares of Series A preferred stock will convert into 271,655 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.

5. These shares are held by Blackfoot Healthcare Ventures LLC ("Blackfoot"). The Reporting Person is one of two shareholders of Blackfoot and may therefore be deemed to beneficially own the securities held by Blackfoot. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Blackfoot in which the Reporting Person has no pecuniary interest.

6. The 384,410 shares of Series A preferred stock will convert into 247,050 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.

7. The 6,554,643 shares of Series A preferred stock will convert into 4,212,495 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.

8. Held by United Biomedical, Asia Inc. ("UBIA"). UBI, through a subsidiary, holds a majority equity interest in UBIA and may be deemed to be the beneficial owner of the shares held by UBIA. Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI in which the Reporting Person has no pecuniary interest.

9. Represents 1,928,020 shares underlying a warrant. The warrant is currently exercisable.

10. Represents 2,346,709 time-vesting options. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period.

11. Represents 2,991,835 performance-vesting options. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031.

12. Represents 2,991,835 performance-vesting options held by Mei Mei Hu, the Reporting Person's spouse. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031.

13. Represents 378,785 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% vesting on 1/26/2022 and the remainder vesting in equal installments each month during remainder of the vesting period.

14. Represents 1,590,547 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Rene Paula, attorney-in-fact for Louis Reese	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

                                                               EXECUTION VERSION

                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints Rene Paula as the undersigned's true and lawful attorney-in-fact to:

      (1) execute for and on behalf of the undersigned, in the undersigned's
      capacity as a reporting person pursuant to Section 16 of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
      thereunder of Vaxxinity, Inc. (the "Company"), Forms 3, 4 and 5, including
      any amendments thereto, in accordance with Section 16(a) of the Exchange
      Act;

      (2) do and perform any and all acts for and on behalf of the undersigned
      which may be necessary or desirable to complete and execute any such Form
      3, 4 or 5, complete and execute any amendment or amendments thereto and
      timely file such form with the United States Securities and Exchange
      Commission and the applicable stock exchange or similar authority; and

      (3) take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in the discretion of such attorney-
      in-fact.

      The undersigned hereby grants to such attorney-in-fact full power and
authority to act separately and to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or the substitute or substitutes of such attorney-in-fact,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this October 22, 2021.

                                        /s/ Lou Reese
                                        ----------------------------------
                                        Name:
                                               Lou Reese

                                        10/22/2021