SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Sullivan Lara

(Last) (First) (Middle)
C/O PYXIS ONCOLOGY, INC.
35 CAMBRIDGEPARK DRIVE

(Street)
CAMBRIDGE MA 02140

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2021
3. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [ PYXS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 298,789(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) (2) 03/30/2031 Common Stock 990,461 $5.34 D
Stock Option (Right to buy) (3) 09/14/2031 Common Stock 61,825 $8.71 D
Explanation of Responses:
1. Includes 161,844 shares of restricted stock that are subject to vesting in 26 substantially-equal monthly installments beginning November 2, 2021, subject to the reporting person's continued employment through the applicable vesting date.
2. These stock options vest in 48 substantially-equal monthly installments beginning January 2, 2020, subject to the reporting person's continued employment through the applicable vesting date.
3. These stock options vest 25% on the first anniversary of the closing of the Issuer's initial public offering, and then in 36 substantially-equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Pamela Connealy, Attorney-in-Fact for Lara Sullivan 10/07/2021
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.