SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hu Mei Mei

(Last) (First) (Middle)
C/O VAXXINITY, INC
1717 MAIN ST, STE 3388

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vaxxinity, Inc. [ VAXX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2022
4. 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 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
Class A common stock 271,655 I Held by Blackfoot Healthcare Ventures LLC(1)
Class A common stock 06/08/2022 P 10,000 A $2.9534(2) 51,626,366 I Held by United Biomedical Inc.(3)
Class A common stock 06/09/2022 P 10,978 A $2.7193(2) 51,637,344 I Held by United Biomedical Inc.(3)
Class A common stock 4,212,495 I Held by United Biomedical Inc., Asia(4)
Class A common stock 17,500 I Held by spouse(5)
Class B common stock(6) 5,518,961 D
Class B common stock(6) 3,955,512 I Held by spouse(5)
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. 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.
2. The price reported is a weighted average price.
3. These securities are held by United Biomedical Inc. ("UBI"). The Reporting Person, 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.
4. 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. The Reporting Person, 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.
5. These securities are held by Louis Reese, 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.
6. Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date.
Remarks:
Chief Executive Officer and President. The Reporting Person, Lou Reese, Blackfoot and UBI have entered into a voting agreement providing the Reporting Person with the authority (and irrevocable proxies) to vote the shares of capital stock held by such stockholders at the Reporting Persons' discretion on all matters to be voted upon by stockholders of Vaxxinty, Inc. 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 such stockholders in which the Reporting Person has no pecuniary interest.
/s/ Mei Mei Hu 06/10/2022
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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