SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EMSTER KURT VON (Last) (First) (Middle) C/O VAXCYTE, INC. 353 HATCH DRIVE (Street) FOSTER CITY CA 94404 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Vaxcyte, Inc. [ PCVX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/16/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value per share	06/16/2020		C		2,185,415	A	(3)	2,185,415	I	See Footnotes(1)(2)
Common Stock, $0.001 par value per share	06/16/2020		C		1,217,074	A	(3)	3,402,489	I	See Footnotes(1)(2)
Common Stock, $0.001 par value per share	06/16/2020		C		454,812	A	(3)	3,857,301	I	See Footnotes(1)(2)
Common Stock, $0.001 par value per share	06/16/2020		C		298,917	A	(3)	4,156,218	I	See Footnotes(1)(2)
Common Stock, $0.001 par value per share	06/16/2020		P		12,500	A	$16	4,168,718	I	See Footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	06/16/2020		C			2,185,415	(3)	(3)	Common Stock, $0.001 par value per share	2,185,415	$0	0	I	See Footnotes(1)(2)
Series B Preferred Stock	(3)	06/16/2020		C			1,217,074	(3)	(3)	Common Stock, $0.001 par value per share	1,217,074	$0	0	I	See Footnotes(1)(2)
Series C Preferred Stock	(3)	06/16/2020		C			454,812	(3)	(3)	Common Stock, $0.001 par value per share	454,812	$0	0	I	See Footnotes(1)(2)
Series D Preferred Stock	(3)	06/16/2020		C			298,917	(3)	(3)	Common Stock, $0.001 par value per share	298,917	$0	0	I	See Footnotes(1)(2)

Explanation of Responses:

1. Shares are held by ABV VI. Abingworth LLP is the investment manager of ABV VI and has been delegated with all investment and dispositive power over the securities held by ABV VI. Reporting Person is a member of the investment committee of Abingworth LLP, which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by ABV VI.

2. From time to time, the investment committee may delegate investment and voting authority over certain securities held by ABV VI to employees of Abingworth subject to the supervision and oversight of the investment committee, including any limits on such authority imposed by the investment committee in its discretion and the right of the investment committee to revoke such authority at any time. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any.

3. Each share of Series A, Series B, Series C and Series D Preferred Stock was convertible into shares of Common Stock, $0.001 par value per share ("Common Stock") on a one-for-one basis with no expiration date and automatically converted into Common Stock upon the closing of the initial public offering.

	/s/ John Heard, as attorney-in-fact	06/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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