Sec Form 4 Filing - Harland John M @ Vaxart, Inc. - 2018-02-13

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

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 Harland John M 2. Issuer Name and Ticker or Trading Symbol Vaxart, Inc. [ VXRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 395 OYSTER POINT BLVD, SUITE 405 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2018 (Street) SOUTH SAN FRANCISCO, CA94080 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) $ 8.03 02/13/2018 A( 1 ) 9,563 ( 2 ) 05/08/2024 Common Stock 9,563 ( 2 ) 9,563 D Stock Option (right to buy) $ 17.49 02/13/2018 A( 1 ) 8,255 ( 3 ) 07/23/2025 Common Stock 8,255 ( 3 ) 8,255 D Stock Option (right to buy) $ 12.98 02/13/2018 A( 1 ) 4,087 ( 4 ) 03/25/2026 Common Stock 4,087 ( 4 ) 4,087 D Stock Option (right to buy) $ 4.07 02/13/2018 A( 1 ) 7,047 ( 5 ) 06/24/2027 Common Stock 7,047 ( 5 ) 7,047 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harland John M 395 OYSTER POINT BLVD, SUITE 405 SOUTH SAN FRANCISCO, CA94080 Chief Financial Officer Signatures /s/ Wouter W. Latour, M.D., Attorney-in-Fact 02/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of common stock of the corporation then known as Vaxart Biosciences, Inc. ("Old Vaxart") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 27, 2017, by and among the Issuer, Agora Merger Sub, Inc. and Old Vaxart (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was converted into approximately 0.221 shares of the Issuer's common stock. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every 11 shares of common stock outstanding (the "Stock Split"). ( 2 )On May 8, 2014, Reporting Person was granted an option to purchase 475,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.16 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,563 shares of the Issuer's common stock (as adjusted for Stock Split) at a per share exercise price of $8.03 (as adjusted for Stock Split). The option vests with respect to 25% of the underlying shares on the first anniversary of the vesting commencement date of March 24, 2014 and with respect to the remaining shares underlying the option in 36 equal monthly installments thereafter. ( 3 )On July 23, 2015, Reporting Person was granted an option to purchase 410,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.35 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 8,255 shares of the Issuer's common stock (as adjusted for Stock Split) at a per share exercise price of $17.49 (as adjusted for Stock Split). The option vests with respect to 25% of the underlying shares on the first anniversary of the vesting commencement date of June 30, 2015 and with respect to the remaining shares underlying the option in 36 equal monthly installments thereafter. ( 4 )On March 25, 2016, Reporting Person was granted an option to purchase 203,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.26 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 4,087 shares of the Issuer's common stock (as adjusted for Stock Split) at a per share exercise price of $12.98 (as adjusted for Stock Split). The option vests with respect to 25% of the underlying shares on the first anniversary of the vesting commencement date of March 24, 2016 and with respect to the remaining shares underlying the option in 36 equal monthly installments thereafter. ( 5 )On June 24, 2017, Reporting Person was granted an option to purchase 350,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.08 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 7,047 shares of the Issuer's common stock (as adjusted for Stock Split) at a per share exercise price of $4.07 (as adjusted for Stock Split). The option vests with respect to 25% of the underlying shares on the first anniversary of the vesting commencement date of June 14, 2017 and with respect to the remaining shares underlying the option in 36 equal monthly installments thereafter.

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.