0001387131-20-005629.txt : 20200611 0001387131-20-005629.hdr.sgml : 20200611 20200611201108 ACCESSION NUMBER: 0001387131-20-005629 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200611 FILED AS OF DATE: 20200611 DATE AS OF CHANGE: 20200611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39323 FILM NUMBER: 20958517 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39323 FILM NUMBER: 20958518 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39323 FILM NUMBER: 20958519 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vaxcyte, Inc. CENTRAL INDEX KEY: 0001649094 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 464233385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 353 HATCH DR CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 650-837-0111 MAIL ADDRESS: STREET 1: 353 HATCH DR CITY: FOSTER CITY STATE: CA ZIP: 94404 FORMER COMPANY: FORMER CONFORMED NAME: SutroVax, Inc. DATE OF NAME CHANGE: 20150724 3 1 ownership.xml OWNERSHIP DOCUMENT X0206 3 2020-06-11 0 0001649094 Vaxcyte, Inc. PCVX 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Series C Preferred Stock Common Stock 3471758 I See Explanation of Responses Series D Preferred Stock Common Stock 747295 I See Explanation of Responses David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Growth GenPar IV Advisors, LLC, which is the general partner of TPG Growth GenPar IV, L.P., which is the general partner of TPG Growth IV Switcheroo, L.P. ("TPG Switcheroo"), which directly holds (i) 3,471,758 shares of Series C Preferred Stock of Vaxcyte, Inc. (the "Issuer") and (ii) 747,295 shares of Series D Preferred Stock of the Issuer (together with the Series C Preferred Stock, the "Preferred Stock"). Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock. Because of the relationship between the Reporting Persons and TPG Switcheroo, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Switcheroo. Each of TPG Switcheroo and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Switcheroo's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. 5. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 6. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2020-06-11 /s/ Gerald Neugebauer on behalf of David Bonderman (5)(6) 2020-06-11 /s/ Gerald Neugebauer on behalf of James G. Coulter (5)(6) 2020-06-11