Sec Form 4 Filing - Tucker Sean @ Vaxart, Inc. - 2023-03-17

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) SVP, Chief Scientific Officer (Last) (First) (Middle) C/O VAXART, INC., 170 HARBOR WAY, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2023 (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 03/17/2023 A 45,000 ( 1 ) A $ 0 172,631 D Common Stock 03/17/2023 A 54,157 ( 1 ) A $ 0 226,788 D Common Stock 03/17/2023 A 90,000 ( 3 ) A $ 0 316,788 D Common Stock 51,465 I By joint tenancy with Frances Chang and Sean Tucker 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 Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.78 03/17/2023 A 205,000 ( 2 ) 03/16/2033 Common Stock 205,000 $ 0 205,000 D Stock Option (right to buy) $ 0.78 03/17/2023 A 410,000 ( 4 ) 03/16/2033 Common Stock 410,000 $ 0 410,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tucker Sean C/O VAXART, INC. 170 HARBOR WAY, SUITE 300 SOUTH SAN FRANCISCO, CA94080 SVP, Chief Scientific Officer Signatures /s/ Edward Berg, Attorney-in-Fact for Sean Tucker 03/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of shares upon vesting of restricted stock units, which shall fully vest on December 8, 2023. ( 2 )The shares subject to this stock option shall fully vest on December 8, 2023. ( 3 )Grant of shares upon vesting of restricted stock units. Twenty five percent of the shares underlying the award shall vest on each anniversary of the vesting commencement date of February 2, 2023, so that the restricted stock units would be fully vested on the fourth anniversary of the vesting commencement date. ( 4 )The shares subject to this stock option shall vest as to 25% of the shares underlying the grant on February 2, 2024, the first anniversary of the date that vesting commenced, and thereafter in 36 equal monthly installments such that the stock option shall be fully vested on February 2, 2027.

Remarks: Exhibit 24 - Power of Attorney

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.