0000899243-21-043969.txt : 20211110 0000899243-21-043969.hdr.sgml : 20211110 20211110165217 ACCESSION NUMBER: 0000899243-21-043969 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211110 FILED AS OF DATE: 20211110 DATE AS OF CHANGE: 20211110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diamandis Peter CENTRAL INDEX KEY: 0001528288 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41058 FILM NUMBER: 211397510 MAIL ADDRESS: STREET 1: 4640 ADMIRALTY WAY STREET 2: SUITE 500 CITY: MARINA DEL REY STATE: CA ZIP: 90292 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vaxxinity, Inc. CENTRAL INDEX KEY: 0001851657 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 862083865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1717 MAIN STREET STREET 2: SUITE 3388 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (254) 244-5739 MAIL ADDRESS: STREET 1: 1717 MAIN STREET STREET 2: SUITE 3388 CITY: DALLAS STATE: TX ZIP: 75201 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-11-10 0 0001851657 Vaxxinity, Inc. VAXX 0001528288 Diamandis Peter C/O VAXXINITY, INC 1717 MAIN ST, STE 3388 DALLAS TX 75201 1 0 0 0 Class B common stock 1099915 D Series A preferred stock Class A common stock I See Note Stock option (right to buy) 1.209 2031-03-01 Class A common stock 779142 D Stock option (right to buy) 0.5681 2031-03-01 Class A common stock 528046 D Stock option (right to buy) 4.1192 Class A common stock 815955 D The Class B common stock is convertible into Class A common stock on a one-for-one basis and has no expiration date. The 21,511 shares of Series A preferred stock will convert into 13,824 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock. These shares are held by Kristin Diamandis, wife of the Reporting Person. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Kristin Diamandis in which the Reporting Person has no pecuniary interest. Represents 528,046 time-vesting options. These options are subject to a four-year vesting schedule, with 25% having vested on 6/2/2021 and the remainder vesting in equal installments each month during the remainder of the vesting period. Represents 779,142 time-vesting options. These options are subject to a four year vesting schedule, beginning on December 31, 2019, vesting in equal installments each month during the vesting period. Represents 815,955 performance-vesting options. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the Class A common stock maintains a 25% higher value than the initial public offering price of the Class A common stock for 20 days out of any consecutive 30-day period. Once vested, the option expires on the earlier of one year following vesting and 8/3/2031. Exhibit 24 - Power of Attorney /s/ Rene Paula, attorney-in-fact for Peter Diamandis 2021-11-10 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                               EXECUTION VERSION

                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints Rene Paula as the undersigned's true and lawful attorney-in-fact to:

      (1) execute for and on behalf of the undersigned, in the undersigned's
      capacity as a reporting person pursuant to Section 16 of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
      thereunder of Vaxxinity, Inc. (the "Company"), Forms 3, 4 and 5, including
      any amendments thereto, in accordance with Section 16(a) of the Exchange
      Act;

      (2) do and perform any and all acts for and on behalf of the undersigned
      which may be necessary or desirable to complete and execute any such Form
      3, 4 or 5, complete and execute any amendment or amendments thereto and
      timely file such form with the United States Securities and Exchange
      Commission and the applicable stock exchange or similar authority; and

      (3) take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in the discretion of such attorney-
      in-fact.

      The undersigned hereby grants to such attorney-in-fact full power and
authority to act separately and to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or the substitute or substitutes of such attorney-in-fact,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this October 22, 2021.

                                        /s/ Peter Diamandis
                                        ----------------------------------
                                        Name:
                                               Peter Diamandis

                                        10/22/2021