Form 3 Icosavax, Inc. For: Jul 28 Filed by: Gould Terry P

July 28, 2021 9:30 PM EDT

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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 *
Gould Terry P

(Last) (First) (Middle)
C/O ICOSAVAX, INC.
1616 EASTLAKE AVENUE E., SUITE 208

(Street)
SEATTLE WA 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 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)
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-1 Preferred Stock   (1)   (1) Common Stock 873,755 0 I See footnotes (2) (8)
Series A-1 Preferred Stock   (1)   (1) Common Stock 844,608 0 I See footnotes (3) (8)
Series A-1 Preferred Stock   (1)   (1) Common Stock 250,768 0 I See footnotes (4) (8)
Series A-1 Preferred Stock   (1)   (1) Common Stock 324,402 0 I See footnotes (5) (8)
Series A-1 Preferred Stock   (1)   (1) Common Stock 484,459 0 I See footnotes (6) (8)
Series A-1 Preferred Stock   (1)   (1) Common Stock 225,229 0 I See footnotes (7) (8)
Series B-1 Preferred Stock   (1)   (1) Common Stock 74,432 0 I See footnotes (2) (8)
Series B-1 Preferred Stock   (1)   (1) Common Stock 71,950 0 I See footnotes (3) (8)
Series B-1 Preferred Stock   (1)   (1) Common Stock 21,362 0 I See footnotes (4) (8)
Series B-1 Preferred Stock   (1)   (1) Common Stock 27,635 0 I See footnotes (5) (8)
Series B-1 Preferred Stock   (1)   (1) Common Stock 41,269 0 I See footnotes (6) (8)
Series B-1 Preferred Stock   (1)   (1) Common Stock 19,186 0 I See footnotes (7) (8)
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. 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.
Remarks:
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 4 (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.
                               POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of the Chief Financial Officer, who is currently Thomas Russo, CFA
and the Chief Business Officer, who is currently Cassia Cearley, Ph.D., and
their respective successors, signing singly, the undersigned's true and lawful
attorney-in-fact to:

    (1)    prepare, execute in the undersigned's name and on the undersigned's
    behalf, and submit to the U.S. Securities and Exchange Commission (the
    "SEC") a Form ID, including amendments thereto, and any other documents
    necessary or appropriate to obtain codes and passwords enabling the
    undersigned to make electronic filings with the SEC of reports required by
    Section 16(a) of the Securities Exchange Act of 1934 or any rule or
    regulation of the SEC;

    (2)    execute for and on behalf of the undersigned, in the undersigned's
    capacity as an officer and/or director of Icosavax, Inc., a Delaware
    corporation (the "Company") and/or beneficial owner of more than 10% of the
    Company's capital stock, Forms 3, 4, and 5 and any amendments thereto in
    accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
    rules thereunder;

    (3)    do and perform any and all acts for and on behalf of the undersigned
    which may be necessary or desirable to complete and execute any such Form 3,
    4, or 5, complete and execute any amendment or amendments thereto, and
    timely file such form with the SEC and any stock exchange or similar
    authority; and

    (4)    take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    The undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against an losses, claims,
damages or liabilities (or actions in these reports) that arise out of or are
based upon any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in-fact for purposes of
executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including
amendments thereto) or Form ID and agrees to reimburse the Company and such
attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

    This Power of Attorney supersedes any power of attorney previously executed
by the undersigned regarding the purposes outlined in the first paragraph hereof
("Prior Powers of Attorney"), and the authority of the attorney-in-fact named in
any Prior Powers of Attorney is hereby revoked.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of July, 2021.


                          Signature: /s/ Elisha Gould III
                                     -----------------------------
                          
			  Name:  Elisha P. Gould III
 


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