SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Maltbie Shane

(Last)

(First)

(Middle)

C/O HILLEVAX, INC.,

75 STATE STREET, SUITE 100 - #9995

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2023

3. Issuer Name and Ticker or Trading Symbol
HilleVax, Inc. [ HLVX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	899⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	12/05/2031	Common Stock	92,455	$6.99	D
Stock Option (Right to Buy)	⁽³⁾	03/09/2032	Common Stock	16,810	$8.05	D

Explanation of Responses:

1. These shares were acquired under the HilleVax, Inc. employee stock purchase plan on November 15, 2022.

2. The option vested with respect to 25% of the shares of common stock on December 6, 2022 and will vest with respect to the remaining shares in equal monthly installments over the following three years, subject to the reporting person's continuous service to the Issuer on the applicable vesting dates.

3. The option will vest with respect to 25% of the shares of common stock on March 10, 2023 and will vest with respect to the remaining shares in equal monthly installments over the following three years, subject to the reporting person's continuous service to the Issuer on the applicable vesting dates.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Paul S. Bavier, Attorney-in-Fact for Shane Maltbie	01/10/2023
	** Signature of Reporting Person	Date
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 5 (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.