Sec Form 3 Filing - Qiming U.S. Healthcare Fund II, L.P. @ Icosavax, Inc. - 2021-07-28

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 Qiming U.S. Healthcare Fund II, L.P. 2. Issuer Name and Ticker or Trading Symbol Icosavax, Inc. [ ICVX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11100 NE 8TH ST, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2021 (Street) BELLEVUE, WA98004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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-1 Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 3,003,224 ( 2 ) D ( 2 ) Series B-1 Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 307,004 ( 2 ) D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Qiming U.S. Healthcare Fund II, L.P. 11100 NE 8TH ST SUITE 200 BELLEVUE, WA98004 X X Qiming U.S. Healthcare GP II, LLC 11100 NE 8TH ST SUITE 200 BELLEVUE, WA98004 X MCDADE MARK 11100 NE 8TH ST SUITE 200 BELLEVUE, WA98004 X Signatures Qiming U.S. Healthcare Fund II, L.P., by Qiming U.S. Healthcare GP II, LLC, its General Partner 07/28/2021 Signature of Reporting Person Date Mark McDade 07/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock are convertible, at any time, at the holder's election, to shares of the Issuer's common stock at a ratio of 4.1557-for-1. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock and Series B-1 Preferred Stock will automatically convert to shares of the Issuer's common stock at a ratio of 4.1557-for-1. The Series A-1 Preferred Stock and Series B-1 Preferred Stock have no expiration date. ( 2 )The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP") is the General Partner of Qiming. Gary Rieschel and Mark McDade are the managing members of Qiming GP. As a result, each of Qiming GP and Messrs. Rieschel and McDade may be deemed to beneficially own the shares held by Qiming.

Remarks: Exhibit 24.1 - Power of AttorneyExhibit 24.2 - Power of Attorney

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