Sec Form 4 Filing - Heron Patrick J @ Vaxcyte, Inc. - 2020-06-16

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Heron Patrick J 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VAXCYTE, INC., 353 HATCH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2020 (Street) FOSTER CITY, CA94404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/16/2020 C 1,692,494 A 1,692,494 I By Frazier Life Sciences VIII, L.P. ( 2 ) Common Stock 06/16/2020 C 226,236 A 1,918,730 I By Frazier Life Sciences VIII, L.P. ( 2 ) Common Stock 06/16/2020 C 140,824 A 2,059,554 I By Frazier Life Sciences VIII, L.P. ( 2 ) Common Stock 06/16/2020 P 250,000 A $ 16 2,309,554 I By Frazier Life Sciences VIII, L.P. ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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. Own ership Form of Derivative Security: 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 Series B Preferred Stock ( 1 ) ( 1 ) 06/16/2020 C 1,692,494 ( 1 ) ( 1 ) Common Stock 1,692,494 $ 0 0 I By Frazier Life Sciences VIII, L.P. ( 2 ) Series C Preferred Stock ( 3 ) ( 3 ) 06/16/2020 C 226,236 ( 3 ) ( 3 ) Common Stock 226,236 $ 0 0 I By Frazier Life Sciences VIII, L.P. ( 2 ) Series D Preferred Stock ( 4 ) ( 4 ) 06/16/2020 C 140,824 ( 4 ) ( 4 ) Common Stock 140,824 $ 0 0 I By Frazier Life Sciences VIII, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heron Patrick J C/O VAXCYTE, INC. 353 HATCH DRIVE FOSTER CITY, CA94404 X Signatures /s/ Winston Macaraeg, Attorney-in-Fact 06/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series B Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering and had no expiration date. ( 2 )The shares are held of record by Frazier Life Sciences VIII, L.P. ("FLS VIII"). FHM Life Sciences VIII, L.P. ("FHM LP") is the general partner of FLS VIII and FHM Life Sciences VIII, L.L.C. ("FHM LLC") is the general partner of FHM LP. Patrick Heron and James Topper may be deemed to beneficially own the shares which are held by FLS VIII as they are the sole managing members of FHM LLC and therefore share voting and dispositive power over the shares held by FLS VIII. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein. ( 3 )The Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering and had no expiration date. ( 4 )The Series D Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering and had no expiration 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).

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