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^*

Yamada Tadataka

(Last)

(First)

(Middle)

C/O ICOSAVAX, INC.

1616 EASTLAKE AVENUE E., SUITE 208

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

3. Issuer Name and Ticker or Trading Symbol
Icosavax, Inc. [ ICVX ]

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

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

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	124,097⁽¹⁾	D
Common Stock	627,229⁽²⁾	I	By Leslie D. Yamada 2016 Trust⁽³⁾

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)	⁽⁴⁾	01/28/2031	Common Stock	65,748	$1.04	D
Stock Option (Right to Buy)	⁽⁵⁾	04/11/2031	Common Stock	481,266	$5.9	D

Explanation of Responses:

1. Includes 64,884 shares subject to repurchase by us, which are subject to vesting.

2. Includes 53,280 shares subject to repurchase by us, which are subject to vesting.

3. The securities reported herein may be deemed beneficially owned by Tadataka Yamada, M.D., who is a co-trustees of the Leslie D. Yamada 2016 Trust.

4. 25% of the shares subject to the option will vest on 1/14/2022, and 1/48th of the shares subject to the option vest monthly thereafter.

5. 25% of the shares subject to the option will vest on 3/19/2022, and 1/48th of the shares subject to the option vest monthly thereafter.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Thomas Russo, Attorney-in Fact	07/28/2021
	** 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.