UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT No. 1 to

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Icosavax, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

45114M109

 

(Cusip Number)

 

Elisha P. Gould III

One North Wacker Drive, Suite 2700,
Chicago, Illinois 60606

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 15, 2022

 

(Date of Event Which Requires Filing of this Statement)

  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

 

*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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 45114M109

 

 

1Names of Reporting Persons:                  I.R.S. Identification Nos. of Above Persons (entities only):

 

Adams Street Partners, LLC

 

2Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) ¨

 
3SEC Use Only:

  

 
4Source of Funds (See Instruction):

 

OO 

 
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

  

 

6Citizenship or Place of Organization:

 

USA 

Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With
 7 Sole Voting Power:
 

2,616,569

 
 8 Shared Voting Power:
  --
 
 9 Sole Dispositive Power:

2,616,569

 
 10 Shared Dispositive Power:
  --
   

 
11Aggregate Amount Beneficially Owned by Each Reporting Person:

 

2,616,569

 

12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

 
13Percent of Class Represented by Amount in Row (11):

 

6.6%1

 
14Type of Reporting Person (See Instructions):

 

IA

  

 

1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022, there were 39,900,403 shares of common stock of the Issuer outstanding outstanding as of November 10, 2022.

 

 

 

  

SCHEDULE 13D

 

CUSIP No. 45114M109

 

 

1Names of Reporting Persons:                               I.R.S. Identification Nos. of Above Persons (entities only):

 

Adams Street Venture/Growth Fund VI LP

 

2Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) ¨

 
3SEC Use Only:

  

 
4Source of Funds (See Instruction):

 

OO 

 
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

  

 

6Citizenship or Place of Organization:

 

USA 

Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With
 7 Sole Voting Power:
 

768,352

 
 8 Shared Voting Power:
  --
 
 9 Sole Dispositive Power:

768,352

 
 10 Shared Dispositive Power:
  --
   

 
11Aggregate Amount Beneficially Owned by Each Reporting Person:

 

768,352

 

12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

 
13Percent of Class Represented by Amount in Row (11):

 

2.0%1

 
14Type of Reporting Person (See Instructions):

 

PN

 

 

1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022, there were 39,900,403 shares of common stock of the Issuer outstanding as of November 10, 2022.

 

 

 

   

SCHEDULE 13D

 

CUSIP No. 45114M109

 

 

1Names of Reporting Persons:                               I.R.S. Identification Nos. of Above Persons (entities only):

 

Adams Street Growth Equity Fund VII LP

 

2Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) ¨

 
3SEC Use Only:

  

 
4Source of Funds (See Instruction):

 

OO 

 
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

  

 

6Citizenship or Place of Organization:

 

USA 

Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With
 7 Sole Voting Power:
 

742,719

 
 8 Shared Voting Power:
  --
 
 9 Sole Dispositive Power:

742,719

 
 10 Shared Dispositive Power:
  --
   

 
11Aggregate Amount Beneficially Owned by Each Reporting Person:

 

742,719

 

12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

 
13Percent of Class Represented by Amount in Row (11):

 

1.9%1

 
14Type of Reporting Person (See Instructions):

 

PN

 

 

1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022, there were 39,900,403 shares of common stock outstanding as of November 10, 2022.

 

 

 

  

SCHEDULE 13D

 

CUSIP No. 45114M109

 

 

1Names of Reporting Persons:                               I.R.S. Identification Nos. of Above Persons (entities only):

 

Adams Street 2016 Direct Venture/Growth Fund LP

 

2Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) ¨

 
3SEC Use Only:

  

 
4Source of Funds (See Instruction):

 

OO 

 
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

  

 

6Citizenship or Place of Organization:

 

USA 

Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With
 7 Sole Voting Power:
 

209,896

 
 8 Shared Voting Power:
  --
 
 9 Sole Dispositive Power:

209,896

 
 10 Shared Dispositive Power:
  --
   

 
11Aggregate Amount Beneficially Owned by Each Reporting Person:

 

209,896

 

12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

 
13Percent of Class Represented by Amount in Row (11):

 

Less than 1%1

 
14Type of Reporting Person (See Instructions):

 

PN

 

 

1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022, there were 39,900,403 shares of common stock of the Issuer outstanding as of November 10, 2022.

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 45114M109

 

 

1Names of Reporting Persons:                               I.R.S. Identification Nos. of Above Persons (entities only):

 

Adams Street 2017 Direct Venture/Growth Fund LP

 

2Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) ¨

 
3SEC Use Only:

  

 
4Source of Funds (See Instruction):

 

OO 

 
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

  

 

6Citizenship or Place of Organization:

 

USA 

Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With
 7 Sole Voting Power:
 

271,527

 
 8 Shared Voting Power:
  --
 
 9 Sole Dispositive Power:

271,527

 
 10 Shared Dispositive Power:
  --
   

 
11Aggregate Amount Beneficially Owned by Each Reporting Person:

 

271,527

 

12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

 
13Percent of Class Represented by Amount in Row (11):

 

Less than 1%1

 
14Type of Reporting Person (See Instructions):

 

PN

 

 

1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022, there were 39,900,403 shares of common stock of the Issuer outstanding as of November 10, 2022.

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 45114M109

 

 

1Names of Reporting Persons:                               I.R.S. Identification Nos. of Above Persons (entities only):

 

Adams Street 2018 Direct Venture/Growth Fund LP

 

2Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) ¨

 
3SEC Use Only:

  

 
4Source of Funds (See Instruction):

 

OO 

 
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

  

 

6Citizenship or Place of Organization:

 

USA 

Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With
 7 Sole Voting Power:
 

426,017

 
 8 Shared Voting Power:
  --
 
 9 Sole Dispositive Power:

426,017

 
 10 Shared Dispositive Power:
  --
   

 
11Aggregate Amount Beneficially Owned by Each Reporting Person:

 

426,017

 

12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

 
13Percent of Class Represented by Amount in Row (11):

 

1.1%1

 
14Type of Reporting Person (See Instructions):

 

PN

 

 

1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022, there were 39,900,403 shares of common stock of the Issuer outstanding as of November 10, 2022.

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 45114M109

 

 

1Names of Reporting Persons:                               I.R.S. Identification Nos. of Above Persons (entities only):

 

Adams Street 2019 Direct Growth Equity Fund VII LP

 

2Check the Appropriate Box if a Member of a Group (See Instructions):

(a) x

(b) ¨

 
3SEC Use Only:

  

 
4Source of Funds (See Instruction):

 

OO 

 
5Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):        ¨

  

 

6Citizenship or Place of Organization:

 

USA 

Number of Shares
Beneficially
Owned by
Each
Reporting
Person
With
 7 Sole Voting Power:
 

198,058

 
 8 Shared Voting Power:
  --
 
 9 Sole Dispositive Power:

198,058

 
 10 Shared Dispositive Power:
  --
   

 
11Aggregate Amount Beneficially Owned by Each Reporting Person:

 

198,058

 

12Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

 
13Percent of Class Represented by Amount in Row (11):

 

Less than 1%1

 
14Type of Reporting Person (See Instructions):

 

PN

 

 

1 Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on November 14, 2022, there were 39,900,403 shares of common stock of the Issuer outstanding as of November 10, 2022.

 

 

 

 

Item 1.     Security and Issuer.

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D that was filed with the Securities and Exchange Commission on August 12, 2021 by the above Reporting Persons (the “Original 13D” and as amended and supplemented by the Amendment, the “Schedule 13D”). The Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Icosavax, Inc., a Delaware corporation (the “Issuer” or “Registrant”).  The address of the principal executive offices of the Issuer is 1616 Eastlake Avenue E., Suite 208, Seattle, Washington 98102; its telephone number is (206) 737-0085. Terms defined in the Original Schedule 13D are used herein as so defined.

 

Item 5. Interests in Securities of the Issuer

 

(a,b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D.

 

Adams Street Partners, LLC is the managing member of the general partner of the general partner of each of the Reporting Persons, may be deemed to beneficially own the shares held by each of such funds. Thomas S. Bremner, Jeffrey T. Diehl, Elisha P. Gould III, Robin P. Murray and Fred Wang, each of whom is a partner of Adams Street Partners, LLC (or a subsidiary thereof), may be deemed to have shared voting and investment power over the shares. Adams Street Partners, LLC and Thomas Bremner, Jeffrey Diehl, Elisha P. Gould III, Robin Murray and Fred Wang disclaim beneficial ownership of the shares except to the extent of their pecuniary interest therein.

 

(c) The Reporting Persons have not effected any transactions in the Common Stock of the Issuer during the past 60 days except for the open market sales set forth on Schedule A hereto.

 

(d) Under certain circumstances set forth in the limited partnership agreements of the Reporting Persons, the general partner, members and limited partners of the reporting persons may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entities of which they are a partner.

 

(e) Not applicable

 

 

 

 

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.

 

Date: December 21, 2022

 

ADAMS STREET VENTURE/GROWTH FUND VI LP

 

By: ASP VG Management VI LP, its General Partner

 

By: ASP VG Management VI LLC, its General Partner

 

By: Adams Street Partners, LLC, its Managing Member

 

By: /s/ Sara Robinson Dasse  

Name: Sara Robinson Dasse
Title: Executive Vice President

 

ADAMS STREET GROWTH EQUITY FUND VII LP

 

By: ASP VG Management VII LP, its General Partner

 

By: ASP VG Management VII LLC, its General Partner

 

By: Adams Street Partners, LLC, its Managing Member

 


By: /s/ Sara Robinson Dasse  

Name: Sara Robinson Dasse
Title: Executive Vice President

 

ADAMS STREET 2016 DIRECT VENTURE/GROWTH FUND LP

 

By: ASP 2016 Direct Management LP, its General Partner

 

By: ASP 2016 Direct Management LLC, its General Partner

 

By: Adams Street Partners, LLC, its Managing Member

 

By: /s/ Sara Robinson Dasse  

Name: Sara Robinson Dasse
Title: Executive Vice President

 

ADAMS STREET 2017 DIRECT VENTURE/GROWTH FUND LP

 

By: ASP 2017 Direct Management LP, its General Partner

 

By: ASP 2017 Direct Management LLC, its General Partner

 

By: Adams Street Partners, LLC, its Managing Member

 

By: /s/ Sara Robinson Dasse  

Name: Sara Robinson Dasse
Title: Executive Vice President

 

 

 

 

ADAMS STREET 2018 DIRECT VENTURE/GROWTH FUND LP

 

By: ASP 2018 Direct Management LP, its General Partner

 

By: ASP 2018 Direct Management LLC, its General Partner

 

By: Adams Street Partners, LLC, its Managing Member

 

By: /s/ Sara Robinson Dasse  

Name: Sara Robinson Dasse
Title: Executive Vice President

 

ADAMS STREET 2019 DIRECT GROWTH EQUITY FUND VII LP

 

By: ASP 2019 Direct Management LP, its General Partner

 

By: ASP 2019 Direct Management LLC, its General Partner

 

By: Adams Street Partners, LLC, its Managing Member

 

By: /s/ Sara Robinson Dasse  

Name: Sara Robinson Dasse
Title: Executive Vice President

 

 

 

 

Schedule A

 

Fund  Shares Sold on December
15, 2022 for a weighted
average purchase per
share price of $13.985
   Shares Sold on
December 16, 2022
for a weighted
average purchase
per share price of
$10.549
   Shares Sold on
December 20, 2022
for a weighted
average purchase
per share price of
$9.6960
 
Adams Street 2016 Direct Venture/Growth Fund LP   57,043    802    4390 
Adams Street 2017 Direct Venture/Growth Fund LP   73,793    1,038    5679 
Adams Street 2018 Direct Venture/Growth Fund LP   115,778    1,628    8910 
Adams Street 2019 Direct Growth Equity Fund LP   53,826    757    4142 
Adams Street Growth Equity Fund VII LP   201,848    2,839    15533 
Adams Street Venture/Growth Fund VI LP   208,812    2,936    16069 
Total:   711,100    10,000    54,723