Vaxcyte, Inc. — Director's Dealing 2024

Nov 9, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vaxcyte, Inc. (PCVX)
CIK: 0001649094
Period of Report: 2024-11-07

Reporting Person: PICKERING GRANT (Director, CHIEF EXECUTIVE OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-07	Common Stock	S	227	$102.68	Disposed	138354	Indirect
2024-11-07	Common Stock	S	463	$103.434	Disposed	137891	Indirect
2024-11-07	Common Stock	S	377	$104.709	Disposed	137514	Indirect
2024-11-07	Common Stock	S	116	$105.50	Disposed	137398	Indirect
2024-11-07	Common Stock	S	281	$102.635	Disposed	138300	Indirect
2024-11-07	Common Stock	S	363	$103.362	Disposed	137937	Indirect
2024-11-07	Common Stock	S	434	$104.715	Disposed	137503	Indirect
2024-11-07	Common Stock	S	105	$105.50	Disposed	137398	Indirect
2024-11-07	Common Stock	M	663	$0.04	Acquired	435882	Direct
2024-11-07	Common Stock	M	14129	$2.03	Acquired	450011	Direct
2024-11-07	Common Stock	M	16000	$5.35	Acquired	466011	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-07	Stock Option (right to buy)	$0.04	M	663	Disposed	2025-04-23	Common Stock (663)	Direct
2024-11-07	Stock Option (right to buy)	$2.03	M	14129	Disposed	2028-07-23	Common Stock (14129)	Direct
2024-11-07	Stock Option (right to buy)	$5.35	M	16000	Disposed	2030-04-17	Common Stock (16000)	Direct
2024-11-07	Performance Stock Option (right to buy)	$102.70	A	197784	Acquired	2034-11-06	Common Stock (197784)	Direct
2024-11-07	Performance Restricted Stock Units	$0	A	80625	Acquired	2034-11-06	Common Stock (80625)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on April 12, 2024.

F2: The price reported is a weighted-average price. The shares were sold at prices ranging from $102.19 to $103.06. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Shares are held directly by a trust for the benefit of the Reporting Person's daughter.

F4: The price reported is a weighted-average price. The shares were sold at prices ranging from $103.28 to $104.08. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: The price reported is a weighted-average price. The shares were sold at prices ranging from $104.405 to $105.15. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: The price reported is a weighted-average price. The shares were sold at prices ranging from $102.09 to $103.05. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

F7: Shares are held directly by a trust for the benefit of the Reporting Person's son.

F8: Stock Option is fully vested and exercisable.

F9: As part of a company-wide grant to all eligible employees of the Issuer, on November 7, 2024 (the "Grant Date"), the Reporting Person was granted a performance stock option to purchase 197,784 shares of the Issuer's Common Stock at a per share exercise price of $102.70. The option is subject to (1) a service-based vesting condition (vesting as to one-third of the shares on each of the third, fourth and fifth anniversaries of the Grant Date) and (2) a performance-vesting condition (which generally requires that the trading price of the Issuer's Common Stock average, over a one-year period, is at least $154.05 (150% of the Grant Date closing price)).

F10: Represents the target number of shares of Issuer's Common Stock underlying an award of performance restricted stock units ("PSUs"). Each PSU represents the contingent right to receive one share of the Issuer's Common Stock. The attainment of the performance vesting condition will be based on the Issuer's percentile rank within a peer group based on total shareholder return ("TSR") during a four-year performance period that commenced on November 7, 2024, the Grant Date, subject to the Reporting Person's continuous service with the Issuer through completion of the performance period. The actual number of shares of the Issuer's Common Stock deliverable with respect to the award varies based on performance and ranges from 0% to 250% of the target number of shares.