Sec Form 4 Filing - Reese Lou @ Vaxxinity, Inc. - 2023-03-07

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 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) See Remarks (Last) (First) (Middle) C/O VAXXINITY, INC., 505 ODYSSEY WAY 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2023 (Street) MERRITT ISLAND, FL32953 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) $ 2.29 03/07/2023 A 620,000 ( 1 ) 03/07/2033 Class A Common Stock 620,000 $ 0 620,000 D Stock Option (right to buy) $ 2.29 03/07/2023 A 61,607 ( 2 ) 03/07/2033 Class A Common Stock 61,607 $ 0 61,607 D Stock Option (right to buy) $ 2.29 03/07/2023 A 301,188 ( 3 ) 03/07/2033 Class A Common Stock 301,188 $ 0 301,188 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reese Lou C/O VAXXINITY, INC. 505 ODYSSEY WAY MERRITT ISLAND, FL32953 X See Remarks Signatures /s/ Rene Paula Molina as Attorney-in-Fact for Lou Reese 04/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options were issued to the Reporting Person pursuant to the Issuer's 2021 Omnibus Incentive Compensation Plan. Such options vest in 48 equal monthly installments beginning on March 7, 2023. ( 2 )The options were issued to the Reporting Person pursuant to the Issuer's 2021 Omnibus Incentive Compensation Plan. Such options are fully vested upon issuance. This one-time option grant was made in lieu of an annual cash bonus payment to Mr. Reese. ( 3 )The options were issued to the Reporting Person pursuant to the Issuer's 2021 Omnibus Incentive Compensation Plan. Such options vest in 12 equal monthly installments beginning on January 1, 2023. The one-time option grant was made in consideration of Mr. Reese waiving his salary for fiscal years 2022 and 2023.

Remarks: Executive Chairman.

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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