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* EMSTER KURT VON (Last) (First) (Middle) C/O VAXCYTE, INC. 353 HATCH DRIVE (Street) FOSTER CITY CA 94404 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/11/2020	3. Issuer Name and Ticker or Trading Symbol Vaxcyte, Inc. [ PCVX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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) 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)

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 Preferred Stock	(3)	(3)	Common Stock, $0.001 par value per share	2,185,415	0.00	I	See Footnote(1)(2)
Series B Preferred Stock	(3)	(3)	Common Stock, $0.001 par value per share	1,217,074	0.00	I	See Footnote(1)(2)
Series C Preferred Stock	(3)	(3)	Common Stock, $0.001 par value per share	454,812	0.00	I	See Footnote(1)(2)
Series D Preferred Stock	(3)	(3)	Common Stock, $0.001 par value per share	298,917	0.00	I	See Footnote(1)(2)

Explanation of Responses:

1. The shares are held by Abingworth Bioventures VI LP ("Abingworth VI"). Abingworth LLP is the investment manager of ABV VI and has been delegated with all investment and dispositive power over the securities held by ABV VI. Reporting Person is a member of the investment committee of Abingworth LLP, which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by ABV VI.

2. From time to time, the investment committee may delegate investment and voting authority over certain securities held by the Abingworth Funds to employees of Abingworth subject to the supervision and oversight of the investment committee, including any limits on such authority imposed by the investment committee in its discretion and the right of the investment committee to revoke such authority at any time. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person, Abingworth VI or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Each share of Series A, Series B, Series C and Series D Preferred Stock is convertible into one share of Common Stock, $0.001 par value per share ("Common Stock") on a 1:1 basis and has no expiration date. Immediately prior to the consummation of the Issuer's initial public offering, all shares of Series A, Series B, Series C and Series D Preferred Stock will be converted into shares of Common Stock for no consideration.

	/s/ John Heard, attorney-in-fact	06/11/2020
	** 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).
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