SEC FORM 3

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^*

Heron Patrick J

(Last)

(First)

(Middle)

C/O VAXCYTE, INC.

353 HATCH DRIVE

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2020

3. Issuer Name and Ticker or Trading Symbol
Vaxcyte, Inc. [ PCVX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,692,494	$0.00	I	By Frazier Life Sciences VIII, L.P.⁽²⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	226,236	$0.00	I	By Frazier Life Sciences VIII, L.P.⁽²⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	140,824	$0.00	I	By Frazier Life Sciences VIII, L.P.⁽²⁾

Explanation of Responses:

1. The Series B Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series B Preferred Stock will be converted into shares of Common Stock.

2. The shares are held of record by Frazier Life Sciences VIII, L.P. ("FLS VIII"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS VIII and FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. Patrick Heron and James Topper may be deemed to beneficially own the shares which are held by FLS VIII as they are the sole managing members of FHM LLC and therefore share voting and dispositive power over the shares held by FLS VIII. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein.

3. The Series C Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series C Preferred Stock will be converted into shares of Common Stock.

4. The Series D Preferred Stock is convertible into Common Stock on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series D Preferred Stock will be converted into shares of Common Stock.

Remarks:

	/s/ Winston Macaraeg, Attorney-in-Fact	06/11/2020
	** 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 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.