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Form 4/A Vaxcyte, Inc. For: Sep 26 Filed by: PICKERING GRANT

September 30, 2022 8:42 PM EDT
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 *
PICKERING GRANT
(Last) (First) (Middle)
C/O VAXCYTE, INC.
825 INDUSTRIAL ROAD, STE. 300
(Street)
SAN CARLOS CA 94070
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vaxcyte, Inc. [ PCVX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/28/2022		 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)
Code V Amount (A) or (D) Price
Common Stock               359,318 (1) (2) D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.04               (3) 04/23/2025 Common Stock 13,663   13,663 (4) D  
Stock Option (right to buy) $ 1.79               (3) 05/17/2027 Common Stock 117,225   117,225 (5) D  
Stock Option (right to buy) $ 2.03               (3) 07/23/2028 Common Stock 317,385   317,385 (6) (7) D  
Stock Option (right to buy) $ 5.35               (8) 04/17/2030 Common Stock 258,717   258,717 (9) (10) D  
Stock Option (right to buy) $ 20.93               (11) 03/31/2031 Common Stock 303,112   303,112 (12) (13) D  
Explanation of Responses:
1. On September 22, 2022, the Reporting Person entered into a divorce settlement agreement with his ex-spouse (the "Settlement Agreement") pursuant to a "domestic relations order" as defined in Section 16(a)(12) of the Securities Exchange Act of 1934, as amended. Since the date of the Reporting Person's ownership report filed on September 19, 2022 (the "Prior Ownership Report"), the Reporting Person effectively transferred 293,228 shares of Vaxcyte, Inc. Common Stock to his ex-spouse pursuant to the Settlement Agreement. Of these 293,228 shares, Reporting Person has transferred the economic interest in 28,632 shares. While the Reporting Person will retain these shares, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the shares representing the spouse's transferred economic interest, including any sales of shares underlying such portion. Continued in footnote 2.
2. Continued from footnote 1. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed shares or the portion of such shares representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the shares, in future Section 16(a) filings.
3. The shares subject to the option representing the Reporting Person's remaining economic interest are fully vested and exercisable.
4. Since the date of the Prior Ownership Report, Reporting Person transferred 13,663 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. The Reporting Person will no longer report beneficial ownership of these stock options, or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.
5. Since the date of the Prior Ownership Report, Reporting Person transferred 117,225 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. The Reporting Person will no longer report beneficial ownership of these stock options, or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.
6. Since the date of the Prior Ownership Report, Reporting Person effectively transferred 276,947 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. Of these 276,947 stock options, Reporting Person has transferred the economic interest in 91,457 stock options, all of which he will currently hold in constructive trust. While the Reporting Person will retain these stock options, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the stock options representing the spouse's transferred economic interest, including exercises thereof and sales of shares underlying such portion. Continued in footnote 7.
7. Continued from footnote 6. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed stock options or the portion of such stock options representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.
8. As of the date of transfer, the shares subject to the option representing the reporting person's remaining economic interest will vest in monthly installments from October 20, 2022 to March 20, 2024.
9. Since the date of the Prior Ownership Report, Reporting Person effectively transferred 108,840 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. Of these 108,840 stock options, Reporting Person has transferred the economic interest in 21,241 stock options, all of which he will currently hold in constructive trust. While the Reporting Person will retain these stock options, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the stock options representing the spouse's transferred economic interest, including exercises thereof and sales of shares underlying such portion. Continued in footnote 10.
10. Continued from footnote 9. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed stock options or the portion of such stock options representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.
11. As of the date of transfer, the shares subject to the option representing the Reporting Person's remaining economic interest will vest in monthly installments from October 1, 2022 to April 1, 2025.
12. Since the date of the Prior Ownership Report, Reporting Person effectively transferred 6,888 stock options to Reporting Person's ex-spouse pursuant to the Settlement Agreement. Of these 6,888 stock options, Reporting Person has transferred the economic interest in 1,575 stock options, all of which he will currently hold in constructive trust. While the Reporting Person will retain these stock options, the Reporting Person's ex-spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the stock options representing the spouse's transferred economic interest, including exercises thereof and sales of shares underlying such portion. Continued in footnote 13.
13. Continued from footnote 12. Accordingly, the Reporting Person will not report beneficial ownership of or dispositions of the disposed stock options or the portion of such stock options representing his ex-spouse's transferred economic interest, nor will the Reporting Person report beneficial ownership of or acquisitions or dispositions of the underlying shares, in future Section 16(a) filings.
Remarks:
This amendment to Form 4 is being filed solely to report exempt transfers pursuant to a domestic relations order that were not reported in the original Form 4 filing as final numbers were not yet available at the time of filing.
Grant Pickering, by /s/ Ron A. Metzger, Attorney-in-Fact 09/30/2022
** 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.

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