SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION						
Washington, D.C. 20549						
		OMB APPROVAL		
				
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP						
		OMB Number:	3235-0287			
		Estimated average burden		
				
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934		hours per response:	0.5			

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*
PICKERING GRANT

(Last)	(First)	(Middle)

C/O VAXCYTE, INC.

825 INDUSTRIAL ROAD, STE. 300

2. Issuer Name and Ticker or Trading Symbol

Vaxcyte, Inc. [ PCVX ]

3. Date of Earliest Transaction (Month/Day/Year)

10/07/2024

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

Director	10% Owner

Officer (give title	Other (specify

below)	below)

CHIEF EXECUTIVE OFFICER

(Street)			
	SAN CARLOS	CA	94070	
				
	(City)	(State)	(Zip)	

4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable

Line)

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	2A. Deemed	3.	4. Securities Acquired (A) or	5. Amount of	6. Ownership	7. Nature of		
		Date	Execution Date,	Transaction	Disposed Of (D) (Instr. 3, 4 and 5)	Securities	Form: Direct	Indirect		
		(Month/Day/Year)	if any	Code (Instr.				Beneficially	(D) or	Beneficial		
			(Month/Day/Year)	8)				Owned	Indirect (I)	Ownership		
								Following	(Instr. 4)	(Instr. 4)		
						(A) or		Reported					
				Code  V	Amount		Price	Transaction(s)					
						(D)		(Instr. 3 and 4)					
										By		
	Common Stock	10/07/2024		S(1)	310	D	$107.268(2)	141,820	I	Children's		
										Trust(3)			
										By		
	Common Stock	10/07/2024		S(1)	887	D	$108.723(4)	140,933	I	Children's		
										Trust(3)			
										By		
	Common Stock	10/07/2024		S(1)	2,113	D	$109.583(5)	138,820	I	Children's		
										Trust(3)			
										By		
	Common Stock	10/07/2024		S(1)	239	D	$110.348(6)	138,581	I	Children's		
										Trust(3)			
										By		
	Common Stock	10/07/2024		S(1)	356	D	$107.496(2)	141,774	I	Children's		
										Trust(7)			
										By		
	Common Stock	10/07/2024		S(1)	807	D	$108.748(8)	140,967	I	Children's		
										Trust(7)			
										By		
	Common Stock	10/07/2024		S(1)	1,849	D	$109.429(9)	139,118	I	Children's		
										Trust(7)			
										By		
	Common Stock	10/07/2024		S(1)	537	D	$110.204(10)	138,581	I	Children's		
										Trust(7)		
	Common Stock							450,219	D				

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of	2.	3. Transaction	3A. Deemed	4.	5. Number	6. Date Exercisable and	7. Title and	8. Price of	9. Number of	10.	11. Nature	
Derivative	Conversion	Date	Execution Date,	Transaction	of	Expiration Date	Amount of	Derivative	derivative	Ownership	of Indirect	
Security	or Exercise	(Month/Day/Year)	if any	Code (Instr.	Derivative	(Month/Day/Year)	Securities	Security	Securities	Form:	Beneficial	
(Instr. 3)	Price of		(Month/Day/Year)	8)	Securities			Underlying	(Instr. 5)	Beneficially	Direct (D)	Ownership	
	Derivative				Acquired			Derivative		Owned	or Indirect	(Instr. 4)	
	Security				(A) or			Security (Instr.		Following	(I) (Instr. 4)		
					Disposed			3 and 4)		Reported			
					of (D)					Transaction(s)			
					(Instr. 3, 4					(Instr. 4)			
					and 5)								
													
								Amount					
								or					
								Number					
						Date	Expiration	of					
				Code  V	(A)   (D)	Exercisable	Date	Title  Shares					

Explanation of Responses:

1.	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on April 12, 2024.

2.	The price reported is a weighted-average price. The shares were sold at prices ranging from $107.08 to $108.07. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

3.	Shares are held directly by a trust for the benefit of the Reporting Person's son.

4.	The price reported is a weighted-average price. The shares were sold at prices ranging from $108.11 to $109.05. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

5.	The price reported is a weighted-average price. The shares were sold at prices ranging from $109.17 to $110.16. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

6.	The price reported is a weighted-average price. The shares were sold at prices ranging from $110.235 to $111.12. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

7.	Shares are held directly by a trust for the benefit of the Reporting Person's daughter.

8.	The price reported is a weighted-average price. The shares were sold at prices ranging from $108.14 to $109.12. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

9.	The price reported is a weighted-average price. The shares were sold at prices ranging from $109.16 to $110.075. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

10.	The price reported is a weighted-average price. The shares were sold at prices ranging from $110.16 to $111.12. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

Grant Pickering, by /s/ Peter

N. Efremenko, Attorney-In-	10/08/2024

Fact

** 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). 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.