SEC Form 4 · accession 0001209191-18-010565

Vaxart, Inc. · VXRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Wouter Latour

Officer — President and Chief Executive · Director

Period of report

Feb 13, 2018

Accepted (ET)

Feb 15, 2018 · 8:21 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000072444

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F2	$8.03	Feb 13, 2018	A	6,536	A	—	Jun 29, 2021	Common Stock	6,536	6,536	D
Stock Option (right to buy)^F3	$8.03	Feb 13, 2018	A	9,442	A	—	Nov 3, 2021	Common Stock	9,442	9,442	D
Stock Option (right to buy)^F4	$6.49	Feb 13, 2018	A	13,256	A	—	Aug 8, 2023	Common Stock	13,256	13,256	D
Stock Option (right to buy)^F5	$8.03	Feb 13, 2018	A	14,908	A	—	May 8, 2024	Common Stock	14,908	14,908	D
Stock Option (right to buy)^F6	$17.49	Feb 13, 2018	A	18,120	A	—	Jul 23, 2025	Common Stock	18,120	18,120	D
Stock Option (right to buy)^F7	$12.98	Feb 13, 2018	A	10,731	A	—	Mar 25, 2026	Common Stock	10,731	10,731	D
Stock Option (right to buy)^F8	$4.07	Feb 13, 2018	A	23,651	A	—	Jun 24, 2027	Common Stock	23,651	23,651	D

Explanation of responses

F1Shares 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").
F2On June 29, 2011, Reporting Person was granted an option to purchase 324,600 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 6,536 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $8.03 (as adjusted for the Stock Split). This option is fully vested.
F3On November 3, 2011, Reporting Person was granted an option to purchase 468,900 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 9,442shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $8.03 (as adjusted for the Stock Split). This option is fully vested.
F4On August 8, 2013, Reporting Person was granted an option to purchase 658,323 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.13 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 13,256 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $6.49 (as adjusted for the Stock Split). This option is fully vested.
F5On May 8, 2014, Reporting Person was granted an option to purchase 740,448 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 14,908 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $8.03 (as adjusted for the Stock Split). The option vests with respect to 25% of the underlying shares on the first anniversary of the vesting commencement date of May 8, 2014 and with respect to the remaining shares underlying the option in 36 equal monthly installments thereafter.
F6On July 23, 2015, Reporting Person was granted an option to purchase 900,000 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 18,120 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $17.49 (as adjusted for the 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.
F7On March 25, 2016, Reporting Person was granted an option to purchase 533,000 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 10,731 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $12.98 (as adjusted for the 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.
F8On June 24, 2017, Reporting Person was granted an option to purchase 1,174,729 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 23,651 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $4.07 (as adjusted for the 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.