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^*

Simpson Adam K.

(Last)

(First)

(Middle)

C/O ICOSAVAX, INC.

1616 EASTLAKE AVENUE E., SUITE 208

(Street)

SEATTLE

98102

(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)

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

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)
Common Stock	781,576⁽¹⁾	I	By family trust
Common Stock	4,032	I	By family trust
Common Stock	4,032	I	By family trust

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)
Stock Option (Right to Buy)	⁽²⁾	05/10/2030	Common Stock	76,634	$0.83	D
Stock Option (Right to Buy)	⁽³⁾	01/28/2031	Common Stock	512,534	$1.04	D
Stock Option (Right to Buy)	⁽⁴⁾	04/11/2031	Common Stock	1,347,546	$5.9	D
Stock Option (Right to Buy)	⁽⁵⁾	07/27/2031	Common Stock	375,000	$15	D

Explanation of Responses:

1. Includes 198,718 shares subject to repurchase by us, which are subject to vesting.

2. 25% of the shares subject to the option vested on 2/21/2021, and 1/48th of the shares subject to the option vest monthly thereafter.

3. 25% of the shares subject to the option will vest on 1/14/2022, and 1/48th of the shares subject to the option vest monthly thereafter.

4. 25% of the shares subject to the option will vest on 3/19/2022, and 1/48th of the shares subject to the option vest monthly thereafter.

5. 1/48th of the shares subject to the option vest monthly following July 28, 2021, the vesting commencement date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Thomas Russo, Attorney-in Fact	07/28/2021
	** 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.