Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Icosavax, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
45114M109
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ | Rule 13d-1(b) |
x | Rule 13d-1(c) |
¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 45114M109 | |||||
1. | Names of Reporting Persons NanoDimension III, L.P. | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | x (1) | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
6. | Shared Voting Power 1,261,658 shares (2) | ||||
7. | Sole Dispositive Power 0 | ||||
8. | Shared Dispositive Power 1,261,658 shares (2) | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,261,658 shares (2) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
11. | Percent of Class Represented by Amount in Row (9) 3.2% (3) | ||||
12. | Type of Reporting Person (See Instructions) PN | ||||
(1) | This Schedule 13G is filed by NanoDimension III, L.P. (“ND III LP”), NanoDimension III GP Limited Partnership (“ND III GP”), NanoDimension III Management Ltd (“ND Management”), Jonathan Nicholson (“Nicholson”), and Richard Coles (“Coles”), (and together with ND III LP, ND III GP, ND Management and Nicholson, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. |
(3) | This percentage is calculated based on 39,900,403 shares of common stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022. |
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CUSIP No. 45114M109 | |||||
1. | Names of Reporting Persons NanoDimension III GP Limited Partnership | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | x (1) | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
6. | Shared Voting Power 1,261,658 shares (2) | ||||
7. | Sole Dispositive Power 0 | ||||
8. | Shared Dispositive Power 1,261,658 shares (2) | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,261,658 shares (2) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
11. | Percent of Class Represented by Amount in Row (9) 3.2% (3) | ||||
12. | Type of Reporting Person (See Instructions) PN | ||||
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes 1,261,658 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. |
(3) | This percentage is calculated based on 39,900,403 shares of common stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022. |
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CUSIP No. 45114M109 | |||||
1. | Names of Reporting Persons NanoDimension III Management Ltd | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | x (1) | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization Cayman Islands | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
6. | Shared Voting Power 1,261,658 shares (2) | ||||
7. | Sole Dispositive Power 0 | ||||
8. | Shared Dispositive Power 1,261,658 shares (2) | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,261,658 shares (2) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
11. | Percent of Class Represented by Amount in Row (9) 3.2% (3) | ||||
12. | Type of Reporting Person (See Instructions) CO | ||||
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes 1,261,658 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. |
(3) | This percentage is calculated based on 39,900,403 shares of common stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022. |
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CUSIP No. 45114M109 | |||||
1. | Names of Reporting Persons Jonathan Nicholson | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | x (1) | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization Cayman Islands and United Kingdom | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
6. | Shared Voting Power 1,261,658 shares (2) | ||||
7. | Sole Dispositive Power 0 | ||||
8. | Shared Dispositive Power 1,261,658 shares (2) | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,261,658 shares (2) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
11. | Percent of Class Represented by Amount in Row (9) 3.2% (3) | ||||
12. | Type of Reporting Person (See Instructions) IN | ||||
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes 1,261,658 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. |
(3) | This percentage is calculated based on 39,900,403 shares of common stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022. |
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CUSIP No. 45114M109 | |||||
1. | Names of Reporting Persons Richard Coles | ||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
(a) | ¨ | ||||
(b) | x (1) | ||||
3. | SEC Use Only | ||||
4. | Citizenship or Place of Organization Cayman Islands and United Kingdom | ||||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |||
6. | Shared Voting Power 1,261,658 shares (2) | ||||
7. | Sole Dispositive Power 0 | ||||
8. | Shared Dispositive Power 1,261,658 shares (2) | ||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,261,658 shares (2) | ||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||||
11. | Percent of Class Represented by Amount in Row (9) 3.2% (3) | ||||
12. | Type of Reporting Person (See Instructions) IN | ||||
(1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
(2) | Includes 1,261,658 shares of Common Stock held by ND III LP. ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Nicholson and Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. |
(3) | This percentage is calculated based on 39,900,403 shares of common stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022. |
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Item 1. | ||
(a) | Name of Issuer Icosavax, Inc. | |
(b) |
Address of Issuer’s Principal Executive Offices Seattle, Washington 98101 | |
Item 2. | ||
(a) |
Name of Person Filing NanoDimension III, L.P. (“ND III LP”) NanoDimension III GP Limited Partnership (“ND III GP") NanoDimension III Management Ltd (“ND Management”) Jonathan Nicholson (“Nicholson”) Richard Coles (“Coles”) | |
(b) |
Address of Principal Business Office or, if none, Residence 23 Lime Tree Bay Ave, P.O. Box 526 West Bay, Grand Cayman, Cayman Islands KY1-1302 |
(c) | Citizenship | ||||
Entities: | NanoDimension III, L.P. | - | Cayman Islands | ||
NanoDimension III GP Limited Partnership | - | Cayman Islands | |||
NanoDimension III Management Ltd | - | Cayman Islands | |||
Individuals: | Jonathan Nicholson | - | Cayman Islands and United Kingdom | ||
Richard Coles | - | Cayman Islands and United Kingdom |
(d) |
Title of Class of Securities Common Stock | |
(e) |
CUSIP Number 45114M109 | |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
Not applicable |
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Item 4. | Ownership |
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2022: |
Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (3) | ||||||||||||||||||||
ND III LP (1) | 1,261,658 | 1,261,658 | 1,261,658 | 1,261,658 | 3.2 | % | |||||||||||||||||||||
ND III GP (1) (2) | 1,261,658 | 1,261,658 | 1,261,658 | 3.2 | % | ||||||||||||||||||||||
ND III Management (1) (2) | 1,261,658 | 1,261,658 | 1,261,658 | 3.2 | % | ||||||||||||||||||||||
Nicholson (1) (2) | 1,261,658 | 1,261,658 | 1,261,658 | 3.2 | % | ||||||||||||||||||||||
Coles (1) (2) | 1,261,658 | 1,261,658 | 1,261,658 | 3.2 | % |
(1) |
Includes 1,261,658 shares of Common Stock held by ND III LP. |
(2) | ND III GP serves as the sole general partner of ND III LP. ND Management serves as the sole general partner of ND III GP. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND Management and share voting and dispositive power over the shares held by ND III LP. |
(3) | This percentage is calculated based on 39,900,403 shares of common stock outstanding as of November 10, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2022. |
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable | |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable | |
Item 8. | Identification and Classification of Members of the Group |
Not applicable | |
Item 9. | Notice of Dissolution of Group |
Not applicable | |
Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
NanoDimension III, L.P.
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By: its
By: its |
NanoDimension III GP Limited Partnership General Partner
NanoDimension III Management Ltd General Partner
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By: | /s/ Jonathan Nicholson | |
Name: Jonathan Nicholson Title: Director |
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NanoDimension III GP Limited Partnership | ||
By: its |
NanoDimension III Management Ltd General Partner |
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By: | /s/ Jonathan Nicholson | |
Name: Jonathan Nicholson Title: Director |
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NanoDimension III Management Ltd
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By: | /s/ Jonathan Nicholson | |
Name: Jonathan Nicholson Title: Director |
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/s/ Jonathan Nicholson | ||
Jonathan Nicholson
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/s/ Richard Coles | ||
Richard Coles |
ATTENTION | ||
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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