Sec Form 4 Filing - Guirakhoo Farshad @ Vaxxinity, Inc. - 2022-05-03

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 Guirakhoo Farshad 2. Issuer Name and Ticker or Trading Symbol Vaxxinity, Inc. [ VAXX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O VAXXINITY, INC, 1717 MAIN ST, STE 3388 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2022 (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 05/03/2022 M 10,000 A $ 0.57 10,000 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) $ 0.57 05/03/2022 M V 10,000 ( 1 ) 03/01/2031 Class A common stock 10,000 $ 0 116,730 D Stock Option (right to buy) $ 13 ( 2 ) 11/11/2031 Class A common stock 41,958 41,958 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Guirakhoo Farshad C/O VAXXINITY, INC 1717 MAIN ST, STE 3388 DALLAS, TX75201 Chief Scientific Officer Signatures Rene Paula Molina, attorney-in-fact for Farshad Guirakhoo 05/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options are subject to a four year time-based vesting schedule, with 25% vested on 6/5/2021 and the remainder vesting in equal installments each month during the remainder of the vesting period. ( 2 )These options are subject to a four-year time-vesting schedule, with 25% vesting on 11/11/2022 and the remainder vesting in equal installments each month during the remainder of the vesting period.

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.
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