Sec Form 3 Filing - Reese Lou @ Vaxxinity, Inc. - 2021-11-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Reese Lou 2. Issuer Name and Ticker or Trading Symbol Vaxxinity, Inc. [ VAXX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O VAXXINITY, INC, 1717 MAIN ST, STE 3388 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2021 (Street) DALLAS, TX75201 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 Class A common stock 51,338,366 I Held by United Biomedical Inc. See Note( 1 ) Class B common stock( 2 ) 3,955,511 D Class B common stock( 2 ) 5,518,961 I Held by spouse. See Note( 3 )

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 ( 4 ) ( 4 ) ( 4 ) Class A common stock ( 4 ) I Held by held by Blackfoot Healthcare Ventures LLC. See Note( 5 ) Series A preferred stock ( 6 ) ( 6 ) ( 6 ) Class A common stock ( 6 ) I Held by United Biomedical Inc. See Note( 1 ) Series A preferred stock ( 7 ) ( 7 ) ( 7 ) Class A common stock ( 7 ) I Held by United Biomedical Inc., Asia. See Note( 8 ) Warrant $ 12.45 ( 9 ) ( 9 ) Class A common stock ( 9 ) I See Note( 1 ) Stock option (right to buy) $ 0.284 ( 10 ) 03/01/2031 Class A common stock 2,346,709 D Stock option (right to buy) $ 10.0673 ( 11 ) ( 11 ) Class B common stock( 2 ) 2,991,835 D Stock option (right to buy) $ 10.0673 ( 12 ) ( 12 ) Class B common stock( 2 ) 2,991,835 I Held by spouse. See Note( 3 ) Stock option (right to buy) $ 10.0673 ( 13 ) ( 13 ) Class B common stock( 2 ) 378,785 I Held by spouse. See Note( 3 ) Stock option (right to buy) $ 0.284 ( 14 ) 01/26/2031 Class A common stock 1,590,547 I Held by spouse. See Note( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reese Lou C/O VAXXINITY, INC 1717 MAIN ST, STE 3388 DALLAS, TX75201 X Executive Chairman Signatures /s/ Rene Paula, attorney-in-fact for Louis Reese 11/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held by United Biomedical Inc. ("UBI"). Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI in which the Reporting Person has no pecuniary interest. ( 2 )Class B common stock is convertible to Class A common stock on a one-for-one basis and has no expiration date. ( 3 )These securities are held by Mei Mei Hu, the Reporting Pe rson's spouse. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Louis Reese in which the Reporting Person has no pecuniary interest. ( 4 )The 422,696 shares of Series A preferred stock will convert into 271,655 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock. ( 5 )These shares are held by Blackfoot Healthcare Ventures LLC ("Blackfoot"). The Reporting Person is one of two shareholders of Blackfoot and may therefore be deemed to beneficially own the securities held by Blackfoot. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by Blackfoot in which the Reporting Person has no pecuniary interest. ( 6 )The 384,410 shares of Series A preferred stock will convert into 247,050 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock. ( 7 )The 6,554,643 shares of Series A preferred stock will convert into 4,212,495 shares of Class A common stock automatically upon closing of the initial public offering based on a conversion rate of approximately 0.643 shares of Class A common stock for each share of Series A preferred stock. ( 8 )Held by United Biomedical, Asia Inc. ("UBIA"). UBI, through a subsidiary, holds a majority equity interest in UBIA and may be deemed to be the beneficial owner of the shares held by UBIA. Mei Mei Hu, Louis Reese, Nean Hu and Chang Yi Wang, together as a group, control more than 50% of the equity interests of UBI, and together share investment control of all shares held by UBI. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by UBI in which the Reporting Person has no pecuniary interest. ( 9 )Represents 1,928,020 shares underlying a warrant. The warrant is currently exercisable. ( 10 )Represents 2,346,709 time-vesting options. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period. ( 11 )Represents 2,991,835 performance-vesting options. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031. ( 12 )Represents 2,991,835 performance-vesting options held by Mei Mei Hu, the Reporting Person's spouse. 80% of these options will vest upon closing of the initial public offering, with the remaining 20% vesting in the event that the common stock maintains a 25% higher value than the initial public offering price for 20 days out of any consecutive 30-day period. The option expires on the earlier of one year following vesting and 8/3/2031. ( 13 )Represents 378,785 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% vesting on 1/26/2022 and the remainder vesting in equal installments each month during remainder of the vesting period. ( 14 )Represents 1,590,547 time-vesting options held by Mei Mei Hu, the Reporting Person's spouse. These options are subject to a four-year time-vesting schedule, with 25% having vested on 1/1/2019 and the remainder vesting in equal installments each month during remainder of the vesting period.

Remarks: Exhibit 24 - Power of Attorney

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.