Sec Form 3 Filing - BLATT GREGORY R @ 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

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1. Name and Address of Reporting Person BLATT GREGORY R 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 _____ Officer (give title below) _____ Other (specify below) (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

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) $ 10.0673 ( 1 ) ( 1 ) Class A common stock 449,871 D Series A preferred stock ( 2 ) ( 2 ) ( 2 ) Class A common stock ( 2 ) I See Note( 3 ) Series A preferred stock ( 4 ) ( 4 ) ( 4 ) Class A common stock ( 4 ) I See Note( 5 ) Series B preferred stock ( 6 ) ( 6 ) ( 6 ) Class A common stock ( 6 ) I See Note( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BLATT GREGORY R C/O VAXXINITY, INC 1717 MAIN ST, STE 3388 DALLAS, TX75201 X Signatures /s/ Rene Paula, attorney-in-fact for Gregory R. Blatt 11/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 449,871 time-vesting options. These options are subject to a two-year vesting schedule, beginning on 7/28/2021, vesting in equal installments each month during the vesting period. ( 2 )The 968,636 shares of Series A preferred stock will convert into 622,516 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. ( 3 )These shares are held by Blatt Family Investments LLC ("BFI"). The Reporting Person is the investment manager and a member of BFI, as well as the investment advisor of The Gregory R. Blatt 2018 GST Trust, which is also a member of BFI. 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 BFI in which the Reporting Person has no pecuniary interest. ( 4 )The 83,329 shares of Series A preferred stock will convert into 53,553 shares of Class A common 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 The Gregory R. Blatt 2020 Annuity Trust IX. The Reporting Person is the sole trustee and the investment advisor with all investment authority. ( 6 )The 250,000 shares of Series B preferred stock will convert into 160,668 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 B preferred stock. ( 7 )These shares are held by The Gregory R. Blatt 2020 Annuity Trust III. The Reporting Person is the sole trustee and the investment advisor with all investment authority.

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).

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