SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ADAMS STREET PARTNERS LLC

(Last)

(First)

(Middle)

ONE NORTH WACKER DRIVE

SUITE 2700

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Icosavax, Inc. [ ICVX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2021		C		948,188⁽⁹⁾	A	$0.00⁽¹⁾	948,188⁽⁹⁾	I	See footnotes⁽²⁾⁽⁸⁾
Common Stock	08/02/2021		P⁽¹⁰⁾		47,981	A	$15	996,169	I	See footnotes⁽²⁾⁽⁸⁾
Common Stock	08/02/2021		C		916,558	A	$0.00⁽¹⁾	916,558	I	See footnotes⁽³⁾⁽⁸⁾
Common Stock	08/02/2021		P⁽¹¹⁾		46,381	A	$15	962,939	I	See footnotes⁽³⁾⁽⁸⁾
Common Stock	08/02/2021		C		272,131⁽⁹⁾	A	$0.00⁽¹⁾	272,131⁽⁹⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Common Stock	08/02/2021		C		352,037	A	$0.00⁽¹⁾	352,037	I	See footnotes⁽⁵⁾⁽⁸⁾
Common Stock	08/02/2021		C		525,729⁽⁹⁾	A	$0.00⁽¹⁾	525,729⁽⁹⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Common Stock	08/02/2021		P⁽¹²⁾		26,604	A	$15	552,333	I	See footnotes⁽⁶⁾⁽⁸⁾
Common Stock	08/02/2021		C		244,415	A	$0.00⁽¹⁾	244,415	I	See footnotes⁽⁷⁾⁽⁸⁾
Common Stock	08/02/2021		P⁽¹³⁾		12,368	A	$15	256,783	I	See footnotes⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	$0.00	08/02/2021		C			3,631,066	⁽¹⁾	⁽¹⁾	Common Stock	873,755	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁸⁾
Series A-1 Preferred Stock	$0.00	08/02/2021		C			3,509,939	⁽¹⁾	⁽¹⁾	Common Stock	844,608	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁸⁾
Series A-1 Preferred Stock	$0.00	08/02/2021		C			1,042,120	⁽¹⁾	⁽¹⁾	Common Stock	250,768	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾
Series A-1 Preferred Stock	$0.00	08/02/2021		C			1,348,119	⁽¹⁾	⁽¹⁾	Common Stock	324,402	⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Series A-1 Preferred Stock	$0.00	08/02/2021		C			2,013,269	⁽¹⁾	⁽¹⁾	Common Stock	484,459	⁽¹⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾
Series A-1 Preferred Stock	$0.00	08/02/2021		C			935,985	⁽¹⁾	⁽¹⁾	Common Stock	225,229	⁽¹⁾	0	I	See footnotes⁽⁷⁾⁽⁸⁾
Series B-1 Preferred Stock	$0.00	08/02/2021		C			309,321	⁽¹⁾	⁽¹⁾	Common Stock	74,432	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁸⁾
Series B-1 Preferred Stock	$0.00	08/02/2021		C			299,003	⁽¹⁾	⁽¹⁾	Common Stock	71,950	⁽¹⁾	0	I	See footnotes⁽³⁾⁽⁸⁾
Series B-1 Preferred Stock	$0.00	08/02/2021		C			88,775	⁽¹⁾	⁽¹⁾	Common Stock	21,362	⁽¹⁾	0	I	See footnotes⁽⁴⁾⁽⁸⁾
Series B-1 Preferred Stock	$0.00	08/02/2021		C			114,843	⁽¹⁾	⁽¹⁾	Common Stock	27,635	⁽¹⁾	0	I	See footnotes⁽⁵⁾⁽⁸⁾
Series B-1 Preferred Stock	$0.00	08/02/2021		C			171,505	⁽¹⁾	⁽¹⁾	Common Stock	41,269	⁽¹⁾	0	I	See footnotes⁽⁶⁾⁽⁸⁾
Series B-1 Preferred Stock	$0.00	08/02/2021		C			79,734	⁽¹⁾	⁽¹⁾	Common Stock	19,186	⁽¹⁾	0	I	See footnotes⁽⁷⁾⁽⁸⁾

Explanation of Responses:

1. On August 2, 2021, the shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock converted into shares of the Issuer's common stock at a ratio of 4.1557-for-1 automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

2. The shares are held directly by Adams Street Venture/Growth Fund VI LP ("ASVG VI").

3. The shares are held directly by Adams Street Growth Equity Fund VII LP ("AS GE VII").

4. The shares are held directly by Adams Street 2016 Direct Venture/Growth Fund LP ("AS 2016").

5. The shares are held directly by Adams Street 2017 Direct Venture/Growth Fund LP ("AS 2017").

6. The shares are held directly by Adams Street 2018 Direct Venture/Growth Fund LP ("AS 2018").

7. The shares are held directly by Adams Street 2019 Direct Growth Equity Fund LP ("AS 2019").

8. Adams Street Partners, LLC as the managing member of the general partner of the general partner of ASVG VI, AS GE VII, AS 2016, AS 2017, AS 2018 and AS 2019 (collectively the "Funds"), may be deemed to beneficially own the shares held by the Funds. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares held by the Funds. Adams Street Partners, LLC and Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould, Robin Murray and Fred Wang disclaim beneficial ownership of the shares held by the Funds except to the extent of their pecuniary interest therein.

9. Includes additional shares of Common Stock as a result of the conversion of Preferred Stock calculated on an aggregate basis of all shares of Preferred Stock held by the holder.

10. ASVG VI acquired additional shares in the Issuer's initial public offering.

11. AS GE VII acquired additional shares in the Issuer's initial public offering.

12. AS 2018 acquired additional shares in the Issuer's initial public offering.

13. AS 2019 acquired additional shares in the Issuer's initial public offering.

	/s/ Sara Robinson Dasse	08/03/2021
	** 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 4 (b)(v).
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