Sec Form 4 Filing - Qiming U.S. Healthcare Fund II, L.P. @ Icosavax, Inc. - 2021-08-02

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 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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 11100 NE 8TH ST. SUITE 200, 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2021 (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 Common Stock 08/02/2021 C 3,310,228 A $ 0 ( 1 ) 3,310,228 D ( 2 ) Common Stock 08/02/2021 P( 5 ) 200,000 A $ 15 3,510,228 D ( 2 ) Common Stock 08/02/2021 P 8,018 A $ 15 3,518,246 D ( 3 ) Common Stock 08/02/2021 P 13,333 A $ 15 3,523,561 D ( 4 )

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 08/02/2021 C 12,480,498 ( 1 ) ( 1 ) Common Stock 3,003,224 ( 1 ) 0 D ( 2 ) Series B-1 Preferred Stock $ 0 08/02/2021 C 1,275,817 ( 1 ) ( 1 ) Common Stock 307,004 ( 1 ) 0 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 Former 10% Owner Qiming U.S. Healthcare GP II, LLC 11100 NE 8TH ST SUITE 200 BELLEVUE, WA98004 Former 10% Owner MCDADE MARK 11100 NE 8TH ST SUITE 200 BELLEVUE, WA98004 Former 10% Owner Signatures /s/ Qiming U.S. Healthcare Fund II, L.P., by Qiming U.S. Healthcare GP II, LLC, its General Partner 08/02/2021 Signature of Reporting Person Date /s/ Mark McDade 08/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 2, 2021, the shares of Series A-1 Preferred Stock and Series B-1 Preferred Stock converted into shares of the Issuer's common stock at a ratio of 4.1557-for-1 automatically upon the closing of the Issuer's initial public offering without payment or further consideration. The shares have no expiration date. As a result of the Issuer's initial public offering, Qiming U.S. Healthcare Fund II, L.P. ("Qiming") is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer. ( 2 )The securities are directly held by 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. ( 3 )Shares reported herein as purchased on August 2, 2021 represent 8,018 shares of Common Stock purchased by Mark McDade. ( 4 )Shares reported herein as purchased on August 2, 2021 represent 13,333 shares of Common Stock purchased by Gary Rieschel. ( 5 )Shares reported herein as purchased on August 2, 2021 represent 200,000 shares of Common Stock purchased by Qiming.

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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