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* NanoDimension III, L.P. (Last) (First) (Middle) GOVERNOR'S SQUARE, UNIT 3-213-6 23 LIME TREE BAY AVE (Street) GRAND CAYMAN E9 KY1-1302 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2021	3. Issuer Name and Ticker or Trading Symbol Icosavax, Inc. [ ICVX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	(1)	Common Stock	2,502,686	(1)	I	See footnote(2)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	247,308	(1)	I	See footnote(2)

1. Name and Address of Reporting Person* NanoDimension III, L.P. (Last) (First) (Middle) GOVERNOR'S SQUARE, UNIT 3-213-6 23 LIME TREE BAY AVE (Street) GRAND CAYMAN E9 KY1-1302 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NanoDimension III Management Ltd (Last) (First) (Middle) GOVERNOR'S SQUARE, UNIT 3-213-6 23 LIME TREE BAY AVE (Street) GRAND CAYMAN KY1-1302 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NanoDimension III GP Limited Partnership (Last) (First) (Middle) GOVERNOR'S SQUARE, UNIT 3-213-6 23 LIME TREE BAY AVE (Street) GRAND CAYMAN KY1-1302 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Nicholson Jonathan (Last) (First) (Middle) C/O NANODIMENSION III MANAGEMENT LTD GOVERNOR'S SQ UNIT 3-213-6, 23 LIME TREE (Street) GRAND CAYMAN KY1-1302 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

Remarks:

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	07/28/2021
	NanoDimension III GP Limited Partnership By: NanoDimension III Management Limited, its general partner By: /s/ Thomas Russo, Attorney-in-Fact	07/28/2021
	NanoDimension III Management Limited By: /s/ Thomas Russo, Attorney-in-Fact	07/28/2021
	Jonathan Nicholson, By: /s/ Thomas Russo, Attorney-in-Fact	07/28/2021
	** Signature of Reporting Person	Date
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