Pyxis Oncology, Inc. — Director's Dealing 2021

Oct 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Pyxis Oncology, Inc. (PYXS)
CIK: 0001782223
Period of Report: 2021-10-13

Reporting Person: Cormorant Asset Management, LP (Former 10% Owner)
Reporting Person: Chen Bihua (Director, Former 10% Owner)
Reporting Person: Cormorant Global Healthcare Master Fund, LP (Former 10% Owner)
Reporting Person: Cormorant Private Healthcare Fund III LP (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-13	Common Stock	C	668854	—	Acquired	668854	Indirect
2021-10-13	Common Stock	P	450000	$16	Acquired	1118854	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-13	Series B Convertible Preferred Stock	$	C	668854	Disposed		Common Stock (668854)	Indirect

Footnotes

F1: Shares of Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.

F2: Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund III, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

F3: Represents (i) 146,479 shares held by the Master Fund, (ii) 510,503 shares held by Fund III, and (iii) 11,872 shares held by the Account.

F4: Shares reported herein as purchased on October 13, 2021 represent 450,000 shares purchased by the Master Fund.

F5: The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 146,479 shares held by the Master Fund, (ii) 510,503 shares held by Fund III, and (iii) 11,872 shares held by the Account.