Vaxcyte, Inc. — Director's Dealing 2020

Oct 1, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vaxcyte, Inc. (PCVX)
CIK: 0001649094
Period of Report: 2020-09-29

Reporting Person: RA CAPITAL MANAGEMENT, L.P. (10% Owner)
Reporting Person: RA Capital Healthcare Fund LP (10% Owner)
Reporting Person: Kolchinsky Peter (10% Owner)
Reporting Person: Shah Rajeev M. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-29	Common Stock	S	80707	$52.0771	Disposed	5408474	Indirect
2020-09-30	Common Stock	S	124656	$50.2653	Disposed	5283818	Indirect
2020-10-01	Common Stock	S	15967	$48.6444	Disposed		Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $51.49 to $53.00; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F2: RA Capital Management, L.P. (the "Adviser") is the investment manager for the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund, L.P. (the "Nexus Fund"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah may be deemed indirect beneficial owners of the reported securities for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act").

F3: They disclaim beneficial ownership of any of the reported securities for the purpose of determining whether they are subject to Section 16 of the Act, however, in reliance on Rule 16a-1(a)(1)(v) and (vii). To the extent that they might be deemed subject to Section 16, they disclaim beneficial ownership of securities held by the Fund and the Nexus Fund for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein, and disclaim any pecuniary interest in securities held in the Account for purposes of Rule 16a-1(a)(2).

F4: The shares of the Issuer's common stock referenced in the transaction were acquired in the Issuer's initial public offering and were not subject to the restrictions of the lock-up agreement.

F5: This transaction was executed in multiple trades at prices ranging from $49.40 to $51.77; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F6: This transaction was executed in multiple trades at prices ranging from $48.01 to $50.185; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which these transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F7: Includes (a) 3,922,466 shares held by the Fund, (b) 289,545 shares held by the Account, and (c) 1,055,840 shares held by the Nexus Fund.