Sec Form 4 Filing - Sauer Paul @ Vaxcyte, Inc. - 2021-04-05

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 Sauer Paul 2. Issuer Name and Ticker or Trading Symbol Vaxcyte, Inc. [ PCVX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Process Dev, Manufacturing (Last) (First) (Middle) C/O VAXCYTE, INC., 353 HATCH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2021 (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 04/05/2021 J( 1 ) 38,308 D $ 0 39,591 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 (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. Ownership 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 Stock Option (right to buy) $ 0.8 04/05/2021 J( 1 ) V 4,168 ( 2 ) 04/19/2026 Common Stock 4,168 $ 0 4,168 D Stock Option (right to buy) $ 1.79 04/05/2021 J( 1 ) V 14,253 ( 2 ) 05/17/2027 Common Stock 14,253 $ 0 7,173 D Stock Option (right to buy) $ 2.03 04/05/2021 J( 1 ) V 21,871 ( 3 ) 07/23/2028 Common Stock 21,871 $ 0 48,197 D Stock Option (right to buy) $ 2.03 04/05/2021 J( 1 ) V 7,611 ( 4 ) 03/20/2029 Common Stock 7,611 $ 0 22,027 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sauer Paul C/O VAXCYTE, INC. 353 HATCH DRIVE FOSTER CITY, CA94404 SVP Process Dev, Manufacturing Signatures /s/ Winston Macaraeg, Attorney-in-Fact 04/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transfer of shares and the reporting person's economic interest in stock options (right to buy) to reporting person's spouse pursuant to a property settlement agreement in connection with separation proceedings. While the reporting person will retain the options, the reporting person's spouse will receive the economic benefit from, and has sole discretion with respect to, the portion of the options representing the spouse's transferred economic interest, including exercises thereof and sales of shares underlying such portion. Accordingly, the reporting person will not report beneficial ownership of or dispositions of the portion of such options representing the 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. ( 2 )The shares subject to the option representing the reporting person's remaining economic interest are fully vested and exercisable. ( 3 )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 with respect to 1,459 shares from April 24, 2021 to July 24, 2022. ( 4 )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 with respect to 617 shares from May 1, 2021 to January 1, 2023.

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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