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Filing Details

Accession Number:: 0001387131-20-005770
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-18 16:30:41
Reporting Period:: 2020-06-16

Accepted Time:: 2020-06-18 16:30:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1649094	Vaxcyte Inc.	PCVX	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-06-16	4,219,053	$0.00	4,219,053	No	4	C	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2020-06-16	937,500	$16.00	5,156,553	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Disposition	2020-06-16	3,471,758	$0.00	3,471,758	$0.00
Common Stock	Series D Preferred Stock	Disposition	2020-06-16	747,295	$0.00	747,295	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Growth GenPar IV Advisors, LLC, which is the general partner of TPG Growth GenPar IV, L.P., which is the general partner of TPG Growth IV Switcheroo, L.P. ("TPG Switcheroo"), which directly holds 5,156,553 shares of Common Stock ("Common Stock"), of Vaxcyte, Inc. (the "Issuer").
Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer (the "Certificate of Incorporation"), on June 16, 2020, the (a) shares of Series C Preferred Stock of the Issuer held by TPG Switcheroo automatically converted into 3,471,758 shares of Common Stock and (b) shares of Series D Preferred Stock of the Issuer (together with the Series C Preferred Stock, the "Preferred Stock") held by TPG Switcheroo automatically converted into 747,295 shares of Common Stock. Pursuant to the Certificate of Incorporation, the Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Preferred Stock.
On June 16, 2020, in connection with the Issuer's initial public offering, TPG Switcheroo acquired 937,500 shares of Common Stock at a price of $16.00 per share.
Because of the relationship between the Reporting Persons and TPG Switcheroo, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Switcheroo. Each of TPG Switcheroo and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Switcheroo's or such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.