Frazier Life Sciences X Form 3 HilleVax / James N Topper ownership change

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^*

Frazier Life Sciences X, L.P.

(Last)

(First)

(Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2022

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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	4,034,397	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)
Convertible Promissory Notes	⁽²⁾	⁽²⁾	Common Stock	2,736,234⁽²⁾	13.6	D⁽¹⁾

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. The shares are held directly by Frazer Life Sciences X, L.P. ("FLS X"). The general partner of FLS X is FHMLS X, L.P., and the general partner of FHMLS X, L.P. is FHMLS X, L.L.C. James Topper, M.D., Ph.D., and Patrick Heron are the sole managing members of FHMLS X, L.L.C. and share voting and investment power of the securities held by FLS X. Dr. Topper and Mr. Heron disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. The outstanding principal and unpaid accrued interest due on the Convertible Promissory Notes will automatically convert into shares of the Issuer's Common Stock immediately prior to the closing of the initial public offering.

Remarks:

	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/ James N. Topper, Managing Director	04/28/2022
	FHMLS X, L.P., By: FHMLS X, L.L.C., its general partner, By: /s/ James N. Topper, Managing Director	04/28/2022
	FHMLS X, L.L.C., By: /s/ James N. Topper, Managing Director	04/28/2022
	/s/ James N. Topper	04/28/2022
	/s/ Patrick J. Heron	04/28/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Frazier Life Sciences X Form 3HilleVax / James N Topper ownership change