SEC FORM 3

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^*

Dhaliwal Harpreet S.

(Last)

(First)

(Middle)

C/O VAXCYTE, INC.

825 INDUSTRIAL ROAD, STE. 300

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2025

3. Issuer Name and Ticker or Trading Symbol
Vaxcyte, Inc. [ PCVX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technical Ops 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	36,083	D⁽¹⁾

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⁾	11/07/2031	Common Stock	96,010	$25.06	D
Stock Option (right to buy)	⁽³⁾	03/01/2032	Common Stock	45,000	$24.79	D
Stock Option (right to buy)	⁽⁴⁾	12/30/2032	Common Stock	15,000	$47.95	D
Stock Option (right to buy)	⁽⁵⁾	03/01/2033	Common Stock	62,143	$41.67	D
Stock Option (right to buy)	⁽⁶⁾	02/28/2034	Common Stock	30,000	$73.82	D
Performance Stock Option (right to buy)	⁽⁷⁾	11/06/2034	Common Stock	28,907	$102.7	D
Performance Restricted Stock Units	⁽⁸⁾	11/06/2034	Common Stock	11,783	$0	D
Stock Option (right to buy)	⁽⁹⁾	02/26/2035	Common Stock	44,903	$74.22	D

Explanation of Responses:

1. This amount includes 23,584 restricted stock units ("RSUs") that, upon vesting, will be settled in shares of the Issuer's Common Stock on a 1-for-1 basis. The RSUs were granted in four tranches: On March 2, 2022; March 1, 2023; February 29, 2024; and February 27, 2025. The RSUs vest(ed) as to 25% of the shares subject to the award at the first sixth-months following grant, and 12.5% of the shares every six months thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

2. 1/4 of shares subject to the option vested on October 1, 2022, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

3. 1/48 of shares subject to the option vested on April 2, 2022, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

4. 1/48 of shares subject to the option vested on January 30, 2023, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

5. 1/48 of shares subject to the option vested on April 1, 2023, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

6. 1/48 of shares subject to the option vested on March 31, 2024, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

7. As part of a company-wide grant to all eligible employees of the Issuer, on November 7, 2024 (the "Grant Date"), the Reporting Person was granted a performance stock option to purchase 28,907 shares of the Issuer's Common Stock at a per share exercise price of $102.70. The option is subject to (1) a service-based vesting condition (vesting as to one-third of the shares on each of the third, fourth and fifth anniversaries of the Grant Date) and (2) a performance-vesting condition (which generally requires that the trading price of the Issuer's Common Stock average, over a one-year period, is at least $154.05 (150% of the Grant Date closing price)).

8. Represents the target number of shares of Issuer's Common Stock underlying an award of performance restricted stock units ("PSUs"). Each PSU represents the contingent right to receive one share of the Issuer's Common Stock. The attainment of the performance vesting condition will be based on the Issuer's percentile rank within a peer group based on total shareholder return ("TSR") during a four-year performance period that commenced on November 7, 2024, the Grant Date, subject to the Reporting Person's continuous service with the Issuer through completion of the performance period. The actual number of shares of the Issuer's Common Stock deliverable with respect to the award varies based on performance and ranges from 0% to 250% of the target number of shares.

9. 1/48 of shares subject to the option vested on March 27, 2025, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

Remarks:

	Harpreet S. Dhaliwal, by /s/ Peter N. Efremenko, Attorney-In-Fact	04/25/2025
	** 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.

New insider Dhaliwal Harpreet S. claimed ownership of 36,083 shares (SEC Form 3)