Washington, D.C. 20549
AMENDMENT No. 1 to
Elisha P. Gould III
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
| 1 | Names of Reporting Persons: I.R.S. Identification Nos. of
Above Persons (entities only): |
Adams Street Partners, LLC
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source of Funds (See Instruction): |
OO
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship 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: |
|
-- |
|
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
2,616,569
| 12 | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented
by Amount in Row (11): |
6.6%1
| 14 | Type 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
| 1 | Names of Reporting Persons: I.R.S. Identification Nos. of
Above Persons (entities only): |
Adams Street Venture/Growth Fund VI LP
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source of Funds (See Instruction): |
OO
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship 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: |
|
-- |
|
|
| 11 | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
768,352
| 12 | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented
by Amount in Row (11): |
2.0%1
| 14 | Type 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
| 1 | Names of Reporting Persons: I.R.S. Identification Nos. of
Above Persons (entities only): |
Adams Street Growth Equity Fund VII LP
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source of Funds (See Instruction): |
OO
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship 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: |
|
-- |
|
|
| 11 | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
742,719
| 12 | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented
by Amount in Row (11): |
1.9%1
| 14 | Type 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
| 1 | Names of Reporting Persons: I.R.S. Identification Nos. of
Above Persons (entities only): |
Adams Street 2016 Direct Venture/Growth Fund LP
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source of Funds (See Instruction): |
OO
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship 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: |
|
-- |
|
|
| 11 | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
209,896
| 12 | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented
by Amount in Row (11): |
Less
than 1%1
| 14 | Type 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
| 1 | Names of Reporting Persons: I.R.S. Identification Nos. of
Above Persons (entities only): |
Adams Street 2017 Direct Venture/Growth
Fund LP
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source of Funds (See Instruction): |
OO
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship 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: |
|
-- |
|
|
| 11 | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
271,527
| 12 | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented
by Amount in Row (11): |
Less
than 1%1
| 14 | Type 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
| 1 | Names of Reporting Persons: I.R.S. Identification Nos. of
Above Persons (entities only): |
Adams Street 2018 Direct Venture/Growth
Fund LP
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source of Funds (See Instruction): |
OO
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship 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: |
|
-- |
|
|
| 11 | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
426,017
| 12 | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented
by Amount in Row (11): |
1.1%1
| 14 | Type 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
| 1 | Names of Reporting Persons: I.R.S. Identification Nos. of
Above Persons (entities only): |
Adams Street 2019
Direct Growth Equity Fund VII LP
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions): |
(a) x
(b) ¨
| 4 | Source of Funds (See Instruction): |
OO
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): ¨ |
| 6 | Citizenship 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: |
|
-- |
|
|
| 11 | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
198,058
| 12 | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented
by Amount in Row (11): |
Less than 1%1
| 14 | Type 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 | |