Vaxcyte, Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G 1 vaxcyte_13gdec302020.htm VAXCYTE, INC. 13G

| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___ SCHEDULE 13G Under
the Securities Exchange Act of 1934 (Amendment No. __)* |
| --- |
| VAXCYTE,
INC. |
| (Name of Issuer) |
| Common
Stock, par value $0.001 per share |
| (Title of Class of
Securities) |
| 92243G108 |
| (CUSIP Number) |
| December
31, 2020 |
| (Date of Event which
Requires Filing of this Statement) |
| Check the appropriate box
to designate the rule pursuant to which this Schedule is filed: |
| [ ] Rule 13d-1(b) |
| [ ] Rule 13d-1(c) |
| [X] Rule 13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. — 1 | 92243G108 — NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) Abingworth LLP | | |
| --- | --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | | |
| | (a) | | [ ] |
| | (b) | | [ ] |
| 3 | SEC
USE ONLY | | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION England | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER | 0 |
| | 6 | SHARED
VOTING POWER | 4,168,718 |
| | 7 | SOLE
DISPOSITIVE POWER | 0 |
| | 8 | SHARED
DISPOSITIVE POWER | 4,168,718 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,168,718 | | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] | | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2% | | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IA | | |

• Based on the information set forth in the Quarterly Report on Form 10-Q of Vaxcyte, Inc. (the “Issuer”) filed with the Securities and Exchange Commission on November 12, 2020, there were 50,949,711 shares of the Issuer’s common stock, par value $0.001 (the “Common Stock”), outstanding as of November 11, 2020. As of December 31, 2020 (the “Event Date”), Abingworth LLP (“Abingworth”) may be deemed to beneficially own an aggregate of 4,168,718 shares of Common Stock of the Issuer. The number of shares of Common Stock reported above consists of 4,168,718 shares of Common Stock held by Abingworth Bioventures VI, LP (“ABV VI”). Abingworth, as the investment manager of ABV VI, may be deemed to beneficially own the 4,168,718 shares of Common Stock held by ABV VI. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 8.2% of the shares of Common Stock deemed issued and outstanding.

Excludes options to purchase up to 40,000 shares of Common Stock not currently exercisable within 60 days of the date of this report (the “Options”). The Options were issued to Kurt von Emster as director of the Issuer. Mr. von Emster is a member of Abingworth. Under an agreement between Mr. von Emster and Abingworth, Mr. von Emster is deemed to hold the Options and any Common Stock issuable upon exercise of the Options for the benefit of the ABV VI, and must exercise the Options solely upon the direction of Abingworth, as a result of which ABV VI and Abingworth may be deemed to beneficially own any Common Stock and Common Stock issuable upon exercise of the Options owned by Mr. von Emster.

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| CUSIP
No. — 1 | 92243G108 — NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) Abingworth Bioventures
VI, LP | | |
| --- | --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | | |
| | (a) | | [ ] |
| | (b) | | [ ] |
| 3 | SEC
USE ONLY | | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION England | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER | 0 |
| | 6 | SHARED
VOTING POWER | 4,168,718 |
| | 7 | SOLE
DISPOSITIVE POWER | 0 |
| | 8 | SHARED
DISPOSITIVE POWER | 4,168,718 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,168,718 | | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] | | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.2% | | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IA | | |

• Based on the information set forth in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission on November 12, 2020, there were 50,949,711 shares of the Issuer’s Common Stock outstanding as of November 11, 2020. As of the Event Date, ABV VI directly held 4,168,718 shares of Common Stock of the Issuer. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, ABV VI may be deemed to beneficially own 8.2% of the shares of Common Stock deemed issued and outstanding. Abingworth, as the investment manager of ABV VI, may be deemed to beneficially own the 4,168,718 shares of Common Stock held by ABV VI.

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Item 1(a). Name of Issuer :

Vaxcyte, Inc. (the “ Issuer ”)

Item 1(b). Address of Issuer’s Principal Executive Offices :

353 Hatch Drive

Foster City, California

Item 2(a). Name of Persons Filing :

This Schedule 13G is being filed on behalf of (i) Abingworth Bioventures VI, LP (“ ABV VI ”), and (ii) Abingworth LLP (“ Abingworth ” and together with ABV VI, the “ Reporting Persons ”). As of December 31, 2020 (the “ Event Date ”), ABV VI is the owner of record of 4,168,718 shares of common stock, par value $0.001 per share (the “ Common Stock ”), of the Issuer. Abingworth, as the investment manager of ABV VI, may be deemed to beneficially own the 4,168,718 shares of Common Stock held by ABV VI.

Item 2(b). Address of Principal Business Office or, if None, Residence :

The business address for Abingworth and ABV VI is Princess House, 38 Jermyn Street, London, England SW1Y 6DN.

Item 2(c). Citizenship :

Abingworth LLP is a limited liability partnership organized under the laws of England. ABV VI is a limited partnership organized under the laws of England.

Item 2(d). Title of Class of Securities :

Common Stock, par value $0.001

Item 2(e). CUSIP Number :

92243G108

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:

Not Applicable.

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| Item
4. Ownership . |
| --- |
| As
reported in the cover pages to this report, the ownership information with respect to
each of the Reporting Persons is as follows: |

| (a) Amount
Beneficially Owned: | 4,168,718 |
| --- | --- |
| (b) Percent
of Class: | 8.2% |
| (c) Number
of Shares as to which such person has: | |
| (i) Sole
power to vote or to direct the vote: | 0 |
| (ii) Shared
power to vote or to direct the vote: | 4,168,718 |
| (iii) Sole
power to dispose or to direct the disposition of: | 0 |
| (iv) Shared
power to dispose or to direct the disposition of: | 4,168,718 |

• Based on the information set forth in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities and Exchange Commission on November 12, 2020, there were 50,949,711 shares of the Issuer’s Common Stock outstanding as of November 11, 2020. The number of shares of Common Stock reported above consists of 4,168,718 shares of Common Stock held by ABV VI. Abingworth, as the investment manager of ABV VI, may be deemed to beneficially own the 4,168,718 shares of Common Stock held by ABV VI. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Abingworth may be deemed to beneficially own 8.2% of the shares of Common Stock deemed issued and outstanding.

Excludes options to purchase up to 40,000 shares of Common Stock not currently exercisable within 60 days of the date of the Event Date. The Options were issued to Kurt von Emster as a director of the Issuer. Mr. von Emster is a member of Abingworth. Under an agreement between Mr. von Emster and Abingworth, Mr. von Emster is deemed to hold the Options and any Common Stock issuable upon exercise of the Options for the benefit of ABV VI, and must exercise the Options solely upon the direction of Abingworth, as a result of which ABV VI and Abingworth may be deemed to beneficially own any Common Stock and Common Stock issuable upon exercise of the Options owned by Mr. von Emster.

Item 5. Ownership of Five Percent or Less of a Class .

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [ ]

Item 6. Ownership of More than Five Percent on Behalf of Another Person .

Not Applicable.

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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company .

Not Applicable.

Item 8. Identification and Classification of Members of the Group .

Not Applicable.

Item 9. Notice of Dissolution of Group .

Not Applicable.

Item 10. Certification .

Not Applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2021

ABINGWORTH LLP
By:	/s/
John Heard
	Name: John Heard
	Title: Authorized Signatory
ABINGWORTH BIOVENTURES
VI, LP
By: Abingworth LLP, its Manager
By:	/s/ John
Heard
	Name: John Heard
	Title: Authorized Signatory

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

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Exhibit Index

Exhibit
A. Joint Filing Agreement
dated as of February 16, 2021 by and between Abingworth LLP and Abingworth Bioventures VI, LP.