Sec Form 4 Filing - Diamandis Peter @ Vaxxinity, Inc. - 2022-01-24

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 Diamandis Peter 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) 01/24/2022 (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 01/24/2022 M 652,764 A $ 4.1192 729,687 D Class A common stock 271,655 I Held by spouse( 1 ) Class B common stock( 2 ) 1,099,915 D

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) $ 4.1192 01/24/2022 M 652,764 ( 3 ) 01/26/2022( 3 ) Class A common stock 652,764 $ 0 163,191 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Diamandis Peter C/O VAXXINITY, INC 1717 MAIN ST, STE 3388 DALLAS, TX75201 X Signatures Rene Paula Molina, attorney-in-fact for Peter Diamandis 01/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held by Kristin Diamandis, the Reporting Person'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 Kristin Diamandis in which the Reporting Person has no pecuniary interest. ( 2 )The Class B common stock is convertible into Class A common stock on a one-for-one basis and has no expiration date. ( 3 )The Reporting Person held 815,955 of these stock options set to expire on 1/26/2022 at the time of the transaction. 80% of the stock options vested upon closing of the initial public offering, and the remaining 20% are expected to expire before meeting vesting conditions. Previously, these stock options were incorrectly reported as having an expiration date of the earlier of one year following vesting and 8/3/2031.

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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