Form 3 Icosavax, Inc. For: Jul 28 Filed by: Nicholson Jonathan

July 28, 2021 9:22 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 *
NanoDimension III, L.P.

(Last) (First) (Middle)
GOVERNOR'S SQUARE, UNIT 3-213-6
23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KY1-1302

(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)
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)
Form filed by One Reporting Person
X 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 2,502,686 (1) I See footnote (2)
Series B-1 Preferred Stock   (1)   (1) Common Stock 247,308 (1) I See footnote (2)
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. Held by NanoDimension III, L.P. ("ND III LP"). NanoDimension III GP Limited Partnership ("ND III GP") is the general partner of ND III LP. NanoDimension III Management Limited ("ND Management") is the general partner of ND III GP, and possesses the power to direct the voting and disposition of the shares owned by ND III LP and may be deemed to have indirect beneficial ownership of the shares held by ND III LP. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his or its respective pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
NanoDimension III, L.P. By: NanoDimension III GP Limited Partnership, its general partner, By: NanoDimension III Management Limited, its general partner, By: /s/ Thomas Russo, Attorney-in-Fact 07/28/2021
** Signature of Reporting Person Date
NanoDimension III GP Limited Partnership By: NanoDimension III Management Limited, its general partner By: /s/ Thomas Russo, Attorney-in-Fact 07/28/2021
** Signature of Reporting Person Date
NanoDimension III Management Limited By: /s/ Thomas Russo, Attorney-in-Fact 07/28/2021
** Signature of Reporting Person Date
Jonathan Nicholson, By: /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 27th day of July, 2021.


                              NANODIMENSION III, L.P.

                              By NanoDimension III GP Limited Partnership,
                              its General Partner

                              By NanoDimension III Management Limited,
                              its General Partner

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------
                              Name: Jonathan Nicholson
                              Title: Director


                              NANODIMENSION III GP LIMITED PARTNERSHIP

                              By NanoDimension III Management Limited,
                              its General Partner

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------
                              Name: Jonathan Nicholson
                              Title: Director


                              NANODIMENSION III MANAGEMENT LIMITED

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------
                              Name: Jonathan Nicholson
                              Title: Director


                              JONATHAN NICHOLSON

                              By:   /s/ Jonathan Nicholson
                                   -----------------------------------


 


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