Sec Form 4 Filing - Forbion Capital Fund II Cooperatief U.A. @ HOOKIPA Pharma Inc. - 2019-04-23

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 Forbion Capital Fund II Cooperatief U.A. 2. Issuer Name and Ticker or Trading Symbol HOOKIPA Pharma Inc. [ HOOK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HOOKIPA PHARMA INC., 350 FIFTH AVENUE, 72ND FLOOR, SUITE 7240 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2019 (Street) NEW YORK, NY10118 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 04/23/2019 C 687,673 A 696,987 I See Footnote ( 2 ) Common Stock 04/23/2019 C 1,146,118 A 1,843,105 I See Footnote ( 2 ) Common Stock 04/23/2019 C 597,497 A 2,440,602 I See Footnote ( 2 ) Common Stock 04/23/2019 P 53,571 A $ 14 2,494,173 I See Footnote ( 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. 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 Series A Preferred Stock ( 1 ) 04/23/2019 C 687,673 ( 1 ) ( 1 ) Common Stock 687,673 ( 1 ) 0 I See Footnote ( 2 ) Series B Preferred Stock ( 1 ) 04/23/2019 C 1,146,118 ( 1 ) ( 1 ) Common Stock 1,146,118 ( 1 ) 0 I See Footnote ( 2 ) Series C Preferred Stock ( 1 ) 04/23/2019 C 597,497 ( 1 ) ( 1 ) Common Stock 597,497 ( 1 ) 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Forbion Capital Fund II Cooperatief U.A. C/O HOOKIPA PHARMA INC. 350 FIFTH AVENUE, 72ND FLOOR, SUITE 7240 NEW YORK, NY10118 X Signatures Forbion II Management B.V., director of Forbion Capital Fund II Cooperatief U.A., By: /s/ Sander Slootweg and V. Van Houten as directors 04/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The preferred stock automatically converted into the Issuer's common stock on a one-for-one basis at the closing of the Issuer's initial public offering held on April 23, 2019 without payment or further consideration and had no expiration date. ( 2 )Represents securities held by Forbion Capital Fund II Cooperatief U.A. ("Forbion Coop:"). Forbion II Management B.V. ("Forbion Management") is the director of Forbion Coop and may be deemed to have voting, investment and dispositive power with respect to the shares held by Forbion Coop. Forbion Management disclaims Section 16 beneficial ownership of the shares held by Forbion Coop, except to the extent, if any, of its pecuniary interest therein.

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).

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