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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PICKERING GRANT
(Last) (First) (Middle)
C/O VAXCYTE, INC.
825 INDUSTRIAL ROAD, STE. 300
(Street)
SAN CARLOS CA 94070
(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
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024
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 10/01/2024 S(1) 3,624 D $113.381(2) 461,595 D
Common Stock 10/01/2024 S(1) 7,088 D $114.273(3) 454,507 D
Common Stock 10/01/2024 S(1) 4,288 D $114.985(4) 450,219 D
Common Stock 10/01/2024 M 20,000 A $5.35 470,219 D
Common Stock 10/01/2024 S(1) 4,305 D $113.346(5) 465,914 D
Common Stock 10/01/2024 S(1) 9,429 D $114.203(6) 456,485 D
Common Stock 10/01/2024 S(1) 6,266 D $114.934(7) 450,219 D
Common Stock 10/01/2024 M 20,000 A $5.35 470,219 D
Common Stock 10/01/2024 S(1) 4,899 D $113.37(8) 465,320 D
Common Stock 10/01/2024 S(1) 9,627 D $114.281(9) 455,693 D
Common Stock 10/01/2024 S(1) 5,474 D $114.982(10) 450,219 D
Common Stock 142,130 I By Children's Trust(11)
Common Stock 142,130 I By Children's Trust(12)
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
Stock Option (right to buy) $5.35 10/01/2024 M 20,000 (13) 04/17/2030 Common Stock 20,000 $0 238,717 D
Stock Option (right to buy) $5.35 10/01/2024 M 20,000 (13) 04/17/2030 Common Stock 20,000 $0 218,717 D
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on April 12, 2024.
2. The price reported is a weighted-average price. The shares were sold at prices ranging from $112.76 to $113.735. 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.
3. The price reported is a weighted-average price. The shares were sold at prices ranging from $113.76 to $114.73. 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.
4. The price reported is a weighted-average price. The shares were sold at prices ranging from $114.77 to $115.275. 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.
5. The price reported is a weighted-average price. The shares were sold at prices ranging from $112.705 to $113.65. 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.
6. The price reported is a weighted-average price. The shares were sold at prices ranging from $113.705 to $114.68. 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.
7. The price reported is a weighted-average price. The shares were sold at prices ranging from $114.705 to $115.28. 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.
8. The price reported is a weighted-average price. The shares were sold at prices ranging from $112.745 to $113.735. 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.
9. The price reported is a weighted-average price. The shares were sold at prices ranging from $113.76 to $114.74. 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.
10. The price reported is a weighted-average price. The shares were sold at prices ranging from $114.80 to $115.32. 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.
11. Shares are held directly by a trust for the benefit of the Reporting Person's daughter.
12. Shares are held directly by a trust for the benefit of the Reporting Person's son.
13. Stock Option is fully vested and exercisable.
Remarks:
Grant Pickering, by /s/ Peter N. Efremenko, Attorney-In-Fact 10/03/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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