Vaxcyte, Inc. — Director's Dealing 2022

Oct 1, 2022

SEC Form 4/A — Form 4/A

Issuer: Vaxcyte, Inc. (PCVX)
CIK: 0001649094
Period of Report: 2022-09-26

Reporting Person: PICKERING GRANT (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	359318	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$0.04	2025-04-23	Common Stock (13663)	13663	Direct
Stock Option (right to buy)	$1.79	2027-05-17	Common Stock (117225)	117225	Direct
Stock Option (right to buy)	$2.03	2028-07-23	Common Stock (317385)	317385	Direct
Stock Option (right to buy)	$5.35	2030-04-17	Common Stock (258717)	258717	Direct
Stock Option (right to buy)	$20.93	2031-03-31	Common Stock (303112)	303112	Direct

Footnotes

F1: On September 22, 2022, the Reporting Person entered into a divorce settlement agreement with his ex-spouse (the "Settlement Agreement") pursuant to a "domestic relations order" as defined in Section 16(a)(12) of the Securities Exchange Act of 1934, as amended. Since the date of the Reporting Person's ownership report filed on September 19, 2022 (the "Prior Ownership Report"), the Reporting Person effectively transferred 293,228 shares of Vaxcyte, Inc. Common Stock to his ex-spouse pursuant to the Settlement Agreement. Of these 293,228 shares, Reporting Person has transferred the economic interest in 28,632 shares. While the Reporting Person will retain these shares, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the shares representing the spouse's transferred economic interest, including any sales of shares underlying such portion. Continued in footnote 2.

F2: Continued from footnote 1. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed shares or the portion of such shares representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the shares, in future Section 16(a) filings.

F3: The shares subject to the option representing the Reporting Person's remaining economic interest are fully vested and exercisable.

F4: Since the date of the Prior Ownership Report, Reporting Person transferred 13,663 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. The Reporting Person will no longer report beneficial ownership of these stock options, or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.

F5: Since the date of the Prior Ownership Report, Reporting Person transferred 117,225 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. The Reporting Person will no longer report beneficial ownership of these stock options, or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.

F6: Since the date of the Prior Ownership Report, Reporting Person effectively transferred 276,947 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. Of these 276,947 stock options, Reporting Person has transferred the economic interest in 91,457 stock options, all of which he will currently hold in constructive trust. While the Reporting Person will retain these stock options, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the stock options representing the spouse's transferred economic interest, including exercises thereof and sales of shares underlying such portion. Continued in footnote 7.

F7: Continued from footnote 6. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed stock options or the portion of such stock options representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.

F8: As of the date of transfer, the shares subject to the option representing the reporting person's remaining economic interest will vest in monthly installments from October 20, 2022 to March 20, 2024.

F9: Since the date of the Prior Ownership Report, Reporting Person effectively transferred 108,840 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. Of these 108,840 stock options, Reporting Person has transferred the economic interest in 21,241 stock options, all of which he will currently hold in constructive trust. While the Reporting Person will retain these stock options, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the stock options representing the spouse's transferred economic interest, including exercises thereof and sales of shares underlying such portion. Continued in footnote 10.

F10: Continued from footnote 9. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed stock options or the portion of such stock options representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.

F11: As of the date of transfer, the shares subject to the option representing the Reporting Person's remaining economic interest will vest in monthly installments from October 1, 2022 to April 1, 2025.

F12: Since the date of the Prior Ownership Report, Reporting Person effectively transferred 6,888 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. Of these 6,888 stock options, Reporting Person has transferred the economic interest in 1,575 stock options, all of which he will currently hold in constructive trust. While the Reporting Person will retain these stock options, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the stock options representing the spouse's transferred economic interest, including exercises thereof and sales of shares underlying such portion. Continued in footnote 13.

F13: Continued from footnote 12. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed stock options or the portion of such stock options representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.