SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Latour Wouter

(Last) (First) (Middle)
395 OYSTER POINT BLVD, SUITE 405

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vaxart, Inc. [ VXRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and Chief Executive
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 6,536 (2) 06/29/2021 Common Stock 6,536 (2) 6,536 D
Stock Option (right to buy) $8.03 02/13/2018 A(1) 9,442 (3) 11/03/2021 Common Stock 9,442 (3) 9,442 D
Stock Option (right to buy) $6.49 02/13/2018 A(1) 13,256 (4) 08/08/2023 Common Stock 13,256 (4) 13,256 D
Stock Option (right to buy) $8.03 02/13/2018 A(1) 14,908 (5) 05/08/2024 Common Stock 14,908 (5) 14,908 D
Stock Option (right to buy) $17.49 02/13/2018 A(1) 18,120 (6) 07/23/2025 Common Stock 18,120 (6) 18,120 D
Stock Option (right to buy) $12.98 02/13/2018 A(1) 10,731 (7) 03/25/2026 Common Stock 10,731 (7) 10,731 D
Stock Option (right to buy) $4.07 02/13/2018 A(1) 23,651 (8) 06/24/2027 Common Stock 23,651 (8) 23,651 D
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 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.
3. On 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.
4. On 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.
5. On 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.
6. On 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.
7. On 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.
8. On 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.
Remarks:
/s/ Wouter W. Latour, M.D. 02/15/2018
** 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 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).
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