Vaxart, Inc. Form 4 — ARMISTICE CAPITAL, LLC (May 20, 2020)

Summary

Armistice Capital, LLC reports in this Form 4 sales of Vaxart, Inc. common stock of 1,150,000 shares on 05/20/2020 at a weighted average price of $3.19, 400,000 shares on 05/21/2020 at $2.97 and 200,000 shares on 05/22/2020 at $2.86. Footnotes give price ranges of $3.08 to $3.51 and $2.85 to $2.88 for the first and last sales. The remaining 8,600,000 shares are reported as directly owned by Armistice Capital Master Fund Ltd. Steven Boyd signed for Armistice Capital, LLC as Managing Member and for the Master Fund as Director on 05/22/2020.

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Full text

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 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
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 * ARMISTICE CAPITAL, LLC (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) | ARMISTICE CAPITAL, LLC | (Last) | (First) | (Middle) | 510 MADISON AVENUE, 7TH FLOOR | NEW YORK | NY | 10022 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol Vaxart, Inc. [ VXRT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below) | X | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
 (Month/Day/Year) 05/20/2020
4. 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 | 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)
Code | V | Amount | (A) or (D) | Price
Common Stock | 05/20/2020 | S | 1,150,000 | D | $ 3.19 (2) | 9,200,000 | D (1)
Common Stock | 05/20/2020 | S | 0 | D | $ 0 | 9,200,000 | I | See Footnote 1
Common Stock | 05/21/2020 | S | 400,000 | D | $ 2.97 | 8,800,000 | D (1)
Common Stock | 05/21/2020 | S | 0 | D | $ 0 | 8,800,000 | I | See Footnote 1
Common Stock | 05/22/2020 | S | 200,000 | D | $ 2.86 (3) | 8,600,000 | D (1)
Common Stock | 05/22/2020 | S | 0 | D | $ 0 | 8,600,000 | I | See Footnote 1
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)
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares
1. Name and Address of Reporting Person * ARMISTICE CAPITAL, LLC (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below) | ARMISTICE CAPITAL, LLC | (Last) | (First) | (Middle) | 510 MADISON AVENUE, 7TH FLOOR | NEW YORK | NY | 10022 | (City) | (State) | (Zip) | X | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
1. Name and Address of Reporting Person * Armistice Capital Master Fund Ltd. (Last) (First) (Middle) C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | Armistice Capital Master Fund Ltd. | (Last) | (First) | (Middle) | C/O DMS CORPORATE SERVICES LTD. | 20 GENESIS CLOSE, P.O. BOX 314 | GRAND CAYMAN | E9 | KY1-1104 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
1. Name and Address of Reporting Person * Boyd Steven (Last) (First) (Middle) C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below) | Boyd Steven | (Last) | (First) | (Middle) | C/O ARMISTICE CAPITAL, LLC | 510 MADISON AVENUE, 7TH FLOOR | NEW YORK | NY | 10022 | (City) | (State) | (Zip) | X | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
Explanation of Responses:
1. The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"). The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2. This constitutes the weighted average sale price. The prices ranged from $3.08 to $3.51. The Reporting Person will provide upon request by the Securities and Exchange Commission staff (the "SEC Staff"), the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. This constitutes the weighted average sale price. The prices ranged from $2.85 to $2.88. The Reporting Person will provide upon request by the SEC Staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member | 05/22/2020
Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director | 05/22/2020
/s/ Steven Boyd | 05/22/2020
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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