Vaxcyte, Inc. — Director's Dealing 2020

Jun 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vaxcyte, Inc. (PCVX)
CIK: 0001649094
Period of Report: 2020-06-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-16	Common Stock	C	4219053	—	Acquired	4219053	Indirect
2020-06-16	Common Stock	P	937500	$16.00	Acquired	5156553	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-16	Series C Preferred Stock	$	C	3471758	Disposed		Common Stock (3471758)	Indirect
2020-06-16	Series D Preferred Stock	$	C	747295	Disposed		Common Stock (747295)	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 5,156,553 shares of Common Stock ("Common Stock"), of Vaxcyte, Inc. (the "Issuer").

F2: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer (the "Certificate of Incorporation"), on June 16, 2020, the (a) shares of Series C Preferred Stock of the Issuer held by TPG Switcheroo automatically converted into 3,471,758 shares of Common Stock and (b) shares of Series D Preferred Stock of the Issuer (together with the Series C Preferred Stock, the "Preferred Stock") held by TPG Switcheroo automatically converted into 747,295 shares of Common Stock. Pursuant to the Certificate of Incorporation, the Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock.

F3: On June 16, 2020, in connection with the Issuer's initial public offering, TPG Switcheroo acquired 937,500 shares of Common Stock at a price of $16.00 per share.

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