Sec Form 4 Filing - Tucker Sean @ Vaxart, Inc. - 2019-04-11

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 Tucker Sean 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 Scientific Officer (Last) (First) (Middle) C/O VAXART, INC., 290 UTAH AVE. SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2019 (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 Common stock 04/11/2019 P 27,273 A $ 1.1 ( 1 ) 52,661 I By joint tenancy with Frances Chang and Sean Tucker Common stock 47,653 D Common stock 9,060 I By spouse

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 Exerci sable Expiration Date Title Amount or Number of Shares Common Stock Warrant (right to buy) $ 1.1 04/11/2019 P 27,273 04/11/2019 04/11/2024 Common Stock 27,273 $ 1.1 ( 1 ) 27,273 I By joint tenancy with Frances Chang and Sean Tucker

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tucker Sean C/O VAXART, INC. 290 UTAH AVE. SUITE 200 SOUTH SAN FRANCISCO, CA94080 Chief Scientific Officer Signatures /s/ John Harland, Attorney-in-Fact 04/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of common stock was purchased together with a common warrant to purchase one share of the Issuer's common stock at the combined purchase price of $1.10. The Reporting person may not exercise any portion of the common warrant to the extent that he would beneficially own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days' prior notice from the Reporting Person to the Issuer, he may increase the amount of beneficial ownership of outstanding stock after exercising his common warrants up to 9.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants.

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.