James N Topper Form 4/A HilleVax / James N Topper ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Frazier Life Sciences X, L.P.

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HilleVax, Inc. [ HLVX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/08/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								8,535,337⁽¹⁾	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Frazier Life Sciences X, L.P.

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FHMLS X, L.P.

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FHMLS X, L.L.C.

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Topper James N

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

Explanation of Responses:

1. On April 8, 2024, the Reporting Persons filed a Form 4 which inadvertently reported the purchase of 8,850 shares of the Issuer's Common Stock by Frazier Life Sciences X, L.P. However, the stock purchase did not occur by Frazier Life Sciences X, L.P. but was purchased by other funds affiliated with Frazier Life Sciences X, L.P., as reported on the Schedule 13D amendment filed on the same day as this amendment, and as reported in this amendment, Frazier Life Sciences X, L.P. directly owned 8,535,337 shares of Common Stock of the Issuer as of April 8, 2024.

2. The shares are held directly by Frazier Life Sciences X, L.P. FHMLS X,, L.P. is the general partner of Frazier Life Sciences X, L.P. and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. James N. Topper and Patrick J. Heron are the sole managing members of FHMLS X, L.L.C. and share voting and investment power over the shares held by Frazier Life Sciences X, L.P. Dr. Topper and Mr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

	FRAZIER LIFE SCIENCES X, L.P., By FHMLS X, L.P., its general partner, By FHMLS X, L.L.C., its general partner, By: /s/ Steve R. Bailey, Chief Financial Officer	05/31/2024
	FHMLS X, L.P., By FHMLS X, L.L.C., its general partner, By: /s/ Steve R. Bailey, Chief Financial Officer	05/31/2024
	FHMLS X, L.L.C., By: /s/ Steve R. Bailey, Chief Financial Officer	05/31/2024
	/s/ Steve Bailey, Attorney-in-Fact for Patrick J. Heron	05/31/2024
	/s/ Steve Bailey, Attorney-in-Fact for James N. Topper	05/31/2024
	** 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 4 (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.
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James N Topper Form 4/AHilleVax / James N Topper ownership change