0000899243-21-030495.txt : 20210728 0000899243-21-030495.hdr.sgml : 20210728 20210728212213 ACCESSION NUMBER: 0000899243-21-030495 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210728 FILED AS OF DATE: 20210728 DATE AS OF CHANGE: 20210728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nicholson Jonathan CENTRAL INDEX KEY: 0001677759 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40655 FILM NUMBER: 211124518 MAIL ADDRESS: STREET 1: C/O NANODIMENSION MANAGMENT, GOVERNOR'S STREET 2: SQ. UNIT 3-213-6, 23 LIME TREE BAY AVE. CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NanoDimension III, L.P. CENTRAL INDEX KEY: 0001874912 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40655 FILM NUMBER: 211124521 BUSINESS ADDRESS: STREET 1: GOVERNORS SQUARE UNIT 3-213 STREET 2: 23 LIME TREE BAY AVE, P.O. BOX 526 CITY: WEST BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1302 BUSINESS PHONE: (345) 516-0210 MAIL ADDRESS: STREET 1: GOVERNORS SQUARE UNIT 3-213 STREET 2: 23 LIME TREE BAY AVE, P.O. BOX 526 CITY: WEST BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NanoDimension III GP Limited Partnership CENTRAL INDEX KEY: 0001875135 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40655 FILM NUMBER: 211124519 BUSINESS ADDRESS: STREET 1: GOVERNORS SQUARE UNIT 3-213 STREET 2: 23 LIME TREE BAY AVE, P.O. BOX 526 CITY: WEST BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1302 BUSINESS PHONE: (345) 516-0210 MAIL ADDRESS: STREET 1: GOVERNORS SQUARE UNIT 3-213 STREET 2: 23 LIME TREE BAY AVE, P.O. BOX 526 CITY: WEST BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NanoDimension III Management Ltd CENTRAL INDEX KEY: 0001875023 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40655 FILM NUMBER: 211124520 BUSINESS ADDRESS: STREET 1: GOVERNORS SQUARE UNIT 3-213 STREET 2: 23 LIME TREE BAY AVE, P.O. BOX 526 CITY: WEST BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1302 BUSINESS PHONE: (345) 516-0210 MAIL ADDRESS: STREET 1: GOVERNORS SQUARE UNIT 3-213 STREET 2: 23 LIME TREE BAY AVE, P.O. BOX 526 CITY: WEST BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1302 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Icosavax, Inc. CENTRAL INDEX KEY: 0001786255 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1616 EASTLAKE AVE E, SUITE 208 CITY: SEATTLE STATE: WA ZIP: 98102 BUSINESS PHONE: (858) 775-4523 MAIL ADDRESS: STREET 1: 1616 EASTLAKE AVE E, SUITE 208 CITY: SEATTLE STATE: WA ZIP: 98102 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-28 0 0001786255 Icosavax, Inc. ICVX 0001874912 NanoDimension III, L.P. GOVERNOR'S SQUARE, UNIT 3-213-6 23 LIME TREE BAY AVE GRAND CAYMAN E9 KY1-1302 CAYMAN ISLANDS 0 0 1 0 0001875023 NanoDimension III Management Ltd GOVERNOR'S SQUARE, UNIT 3-213-6 23 LIME TREE BAY AVE GRAND CAYMAN KY1-1302 0 0 1 0 0001875135 NanoDimension III GP Limited Partnership GOVERNOR'S SQUARE, UNIT 3-213-6 23 LIME TREE BAY AVE GRAND CAYMAN KY1-1302 0 0 1 0 0001677759 Nicholson Jonathan C/O NANODIMENSION III MANAGEMENT LTD GOVERNOR'S SQ UNIT 3-213-6, 23 LIME TREE GRAND CAYMAN KY1-1302 0 0 1 0 Series A-1 Preferred Stock Common Stock 2502686 I See footnote Series B-1 Preferred Stock Common Stock 247308 I See footnote The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 4.1557-for-1. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date. Held by NanoDimension III, L.P. ("ND III LP"). NanoDimension III GP Limited Partnership ("ND III GP") is the general partner of ND III LP. NanoDimension III Management Limited ("ND Management") is the general partner of ND III GP, and possesses the power to direct the voting and disposition of the shares owned by ND III LP and may be deemed to have indirect beneficial ownership of the shares held by ND III LP. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his or its respective pecuniary interest therein. Exhibit 24 - Power of Attorney NanoDimension III, L.P. By: NanoDimension III GP Limited Partnership, its general partner, By: NanoDimension III Management Limited, its general partner, By: /s/ Thomas Russo, Attorney-in-Fact 2021-07-28 NanoDimension III GP Limited Partnership By: NanoDimension III Management Limited, its general partner By: /s/ Thomas Russo, Attorney-in-Fact 2021-07-28 NanoDimension III Management Limited By: /s/ Thomas Russo, Attorney-in-Fact 2021-07-28 Jonathan Nicholson, By: /s/ Thomas Russo, Attorney-in-Fact 2021-07-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                   POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of the Chief Financial Officer, who is currently Thomas Russo,
CFA, and the Chief Business Officer, who is currently Cassia Cearley, Ph.D., and
their respective successors, signing singly, the undersigned's true and lawful
attorney-in-fact to:

        (1)    prepare, execute in the undersigned's name and on the
        undersigned's behalf, and submit to the U.S. Securities and Exchange
        Commission (the "SEC") a Form ID, including amendments thereto, and any
        other documents necessary or appropriate to obtain codes and passwords
        enabling the undersigned to make electronic filings with the SEC of
        reports required by Section 16(a) of the Securities Exchange Act of 1934
        or any rule or regulation of the SEC;

        (2)    execute for and on behalf of the undersigned, in the
        undersigned's capacity as an officer and/or director of Icosavax, Inc.,
        a Delaware corporation (the "Company") and/or beneficial owner of more
        than 10% of the Company's capital stock, Forms 3, 4, and 5 and any
        amendments thereto in accordance with Section 16(a) of the Securities
        Exchange Act of 1934 and the rules thereunder;

        (3)    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 SEC and any stock
        exchange or similar authority; and

        (4)    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 such attorney-in-
        fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority 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 such attorney-in-fact's substitute or substitutes, 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 attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against an losses, claims,
damages or liabilities (or actions in these reports) that arise out of or are
based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of
executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

        This Power of Attorney supersedes any power of attorney previously
executed by the undersigned regarding the purposes outlined in the first
paragraph hereof ("Prior Powers of Attorney") , and the authority of the
attorney-in-fact named in any Prior Powers of Attorney is hereby revoked.

        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 attorneys-in-fact.




        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of July, 2021.


                              NANODIMENSION III, L.P.

                              By NanoDimension III GP Limited Partnership,
                              its General Partner

                              By NanoDimension III Management Limited,
                              its General Partner

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------
                              Name: Jonathan Nicholson
                              Title: Director


                              NANODIMENSION III GP LIMITED PARTNERSHIP

                              By NanoDimension III Management Limited,
                              its General Partner

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------
                              Name: Jonathan Nicholson
                              Title: Director


                              NANODIMENSION III MANAGEMENT LIMITED

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------
                              Name: Jonathan Nicholson
                              Title: Director


                              JONATHAN NICHOLSON

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------