SCHEDULE 13G/A: RA Capital Management Amends Vaxcyte Stake, Disclosing 9.9% Beneficial Ownership

RA Capital Management, along with its principals and affiliated funds, has filed an amended Schedule 13G/A, disclosing a 9.9% beneficial ownership stake in Vaxcyte, Inc. as of March 31, 2025.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, the "Reporting Persons") filed an Amendment No. 6 to their Schedule 13G.
• The filing pertains to their beneficial ownership of Common Stock, $0.001 par value per share, of Vaxcyte, Inc. (Issuer CUSIP: 92243G108).
• As of March 31, 2025, RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah each beneficially owned 12,964,491 shares, representing 9.9% of Vaxcyte's class of securities.
• RA Capital Healthcare Fund, L.P. beneficially owned 12,017,366 shares, representing 9.3% of the class.
• The beneficial ownership includes 11,242,024 shares of Common Stock directly held by RA Capital Healthcare Fund, L.P., pre-funded warrants exercisable for up to 1,500,000 shares directly held by the Fund, and 947,125 shares of Common Stock directly held by RA Capital Nexus Fund, L.P.
• A "Beneficial Ownership Blocker" in the Pre-Funded Warrants prevents exercise if it would result in the Fund and its affiliates owning more than 9.99% of the outstanding Common Stock.
• The percentages are calculated based on 128,999,351 shares of Common Stock outstanding as of April 14, 2025, plus 775,342 shares issuable upon exercise of the Pre-Funded Warrants.
• The Reporting Persons disclaim status as a "group" for Schedule 13G purposes and disclaim beneficial ownership of the securities for any purpose other than determining their obligations under Section 13(d) of the Securities Exchange Act of 1934.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's performance or outlook. It simply updates an investor's stake.

Risks

• The Pre-Funded Warrants contain a "Beneficial Ownership Blocker" which precludes the exercise of the warrants to the extent that, following exercise, the Fund, together with its affiliates, would own more than 9.99% of the Common Stock outstanding. This limits the immediate convertibility of all warrants.

Future Outlook

NA

Industry Context

This filing reflects a significant institutional investor's continued or amended stake in a biotechnology company, Vaxcyte, Inc. Such disclosures are common for large investment funds and provide transparency into major shareholder positions, which can influence market perception and potentially signal long-term investment interest in the sector.

Related Party Transactions

• The filing details the beneficial ownership of Vaxcyte, Inc. shares by RA Capital Management, L.P., its principals (Peter Kolchinsky, Rajeev Shah), and its affiliated funds (RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund, L.P.). This represents a relationship between the investment firm and its managed funds regarding the reported securities.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake in Vaxcyte, Inc., which can influence market perception and trading activity.
• Investment Professionals: Offers insight into the holdings of a prominent healthcare-focused investment firm, potentially informing their own investment strategies.

Key Dates

Keywords

Vaxcyte Inc., RA Capital Management, Schedule 13G/A, Beneficial Ownership, Common Stock, Pre-Funded Warrants, Institutional Investor, Biotechnology, Healthcare Investment, SEC Filing