Sec Form 3 Filing - Dhaliwal Harpreet S. @ Vaxcyte, Inc. - 2025-04-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Dhaliwal Harpreet S.
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)
Chief Technical Ops Officer
(Last) (First) (Middle)
C/O VAXCYTE, INC., 825 INDUSTRIAL ROAD, STE. 300
3. Date of Earliest Transaction (MM/DD/YY)
04/17/2025
(Street)
SAN CARLOS, CA94070
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 36,083 D ( 1 )
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) $ 25.06 ( 2 ) 11/07/2031 Common Stock 96,010 D
Stock Option (right to buy) $ 24.79 ( 3 ) 03/01/2032 Common Stock 45,000 D
Stock Option (right to buy) $ 47.95 ( 4 ) 12/30/2032 Common Stock 15,000 D
Stock Option (right to buy) $ 41.67 ( 5 ) 03/01/2033 Common Stock 62,143 D
Stock Option (right to buy) $ 73.82 ( 6 ) 02/28/2034 Common Stock 30,000 D
Performance Stock Option (right to buy) $ 102.7 ( 7 ) 11/06/2034 Common Stock 28,907 D
Performance Restricted Stock Units $ 0 ( 8 ) 11/06/2034 Common Stock 11,783 D
Stock Option (right to buy) $ 74.22 ( 9 ) 02/26/2035 Common Stock 44,903 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dhaliwal Harpreet S.
C/O VAXCYTE, INC.
825 INDUSTRIAL ROAD, STE. 300
SAN CARLOS, CA94070
Chief Technical Ops Officer
Signatures
Harpreet S. Dhaliwal, by /s/ Peter N. Efremenko, Attorney-In-Fact 04/25/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount includes 23,584 restricted stock units ("RSUs") that, upon vesting, will be settled in shares of the Issuer's Common Stock on a 1-for-1 basis. The RSUs were granted in four tranches: On March 2, 2022; March 1, 2023; February 29, 2024; and February 27, 2025. The RSUs vest(ed) as to 25% of the shares subject to the award at the first sixth-months following grant, and 12.5% of the shares every six months thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.
( 2 )1/4 of shares subject to the option vested on October 1, 2022, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.
( 3 )1/48 of shares subject to the option vested on April 2, 2022, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.
( 4 )1/48 of shares subject to the option vested on January 30, 2023, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.
( 5 )1/48 of shares subject to the option vested on April 1, 2023, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.
( 6 )1/48 of shares subject to the option vested on March 31, 2024, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.
( 7 )As part of a company-wide grant to all eligible employees of the Issuer, on November 7, 2024 (the "Grant Date"), the Reporting Person was granted a performance stock option to purchase 28,907 shares of the Issuer's Common Stock at a per share exercise price of $102.70. The option is subject to (1) a service-based vesting condition (vesting as to one-third of the shares on each of the third, fourth and fifth anniversaries of the Grant Date) and (2) a performance-vesting condition (which generally requires that the trading price of the Issuer's Common Stock average, over a one-year period, is at least $154.05 (150% of the Grant Date closing price)).
( 8 )Represents the target number of shares of Issuer's Common Stock underlying an award of performance restricted stock units ("PSUs"). Each PSU represents the contingent right to receive one share of the Issuer's Common Stock. The attainment of the performance vesting condition will be based on the Issuer's percentile rank within a peer group based on total shareholder return ("TSR") during a four-year performance period that commenced on November 7, 2024, the Grant Date, subject to the Reporting Person's continuous service with the Issuer through completion of the performance period. The actual number of shares of the Issuer's Common Stock deliverable with respect to the award varies based on performance and ranges from 0% to 250% of the target number of shares.
( 9 )1/48 of shares subject to the option vested on March 27, 2025, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

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