Vaxcyte, Inc. — Director's Dealing 2020

Dec 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vaxcyte, Inc. (PCVX)
CIK: 0001649094
Period of Report: 2020-12-15

Reporting Person: TPG Group Holdings (SBS) Advisors, Inc. (Former 10% Owner)
Reporting Person: BONDERMAN DAVID (Former 10% Owner)
Reporting Person: COULTER JAMES G (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-15	Common Stock	S	6276	$33.0203	Disposed	5150277	Indirect
2020-12-15	Common Stock	S	75703	$32.4618	Disposed	5074574	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Growth GenPar IV Advisors, LLC, which is the general partner of TPG Growth GenPar IV, L.P., which is the general partner of TPG Growth IV Switcheroo, L.P. ("TPG Switcheroo"), which directly holds 5,074,574 shares of Common Stock of Vaxcyte, Inc. (the "Issuer").

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.15 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.99 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4: Because of the relationship between the Reporting Persons and TPG Switcheroo, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Switcheroo. Each of TPG Switcheroo and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Switcheroo's or such Reporting Person's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.