HilleVax (HLVX) Files Form 4 for 17,199-Share RSU Grant to Director

Rhea-AI Filing Summary

HilleVax, Inc. (HLVX) filed a Form 4 reporting that director Nanette Cocero received a grant of 17,199 Restricted Stock Units (RSUs) on 23-Jun-2025 under the company’s 2022 Incentive Award Plan. The grant was made at $0.00 cost and represents the reporting person’s entire beneficial ownership in HLVX common stock following the transaction. All RSUs will vest 100 % on the earlier of (i) the first anniversary of the grant date or (ii) a Change in Control, provided the director remains on the board through that date. No open-market purchases, sales, or derivative transactions were reported, and ownership is held directly.

Insights

Corporate Governance Expert

TL;DR – Routine equity grant aligns director incentives; neutral impact.

The Form 4 discloses a standard non-employee director RSU award, a common practice to strengthen alignment between board members and shareholders. The 17,199-unit size is modest and has no cash outlay, implying negligible dilution for existing holders. Vesting on anniversary or Change in Control incentivizes continuity and strategic focus. No red flags regarding insider selling or derivative hedging appear in this filing; consequently, the event is governance-positive but financially immaterial.

Portfolio Manager

TL;DR – Small RSU grant; unlikely to influence HLVX valuation.

From a portfolio perspective, the grant size—roughly 17 k shares—does not materially affect float or earnings dilution. The absence of sales indicates confidence rather than profit-taking, yet the position is too small to serve as a strong bullish signal. Investors may note the vesting trigger on Change in Control, which could add minor takeover optionality, but overall, the disclosure is routine and not price-moving.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cocero Nanette

(Last) (First) (Middle)

C/O HILLEVAX, INC.,

321 HARRISON AVE, SUITE 500

(Street)

BOSTON MA 02118

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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

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

X	Form filed by One Reporting Person
	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	06/23/2025		A		17,199(1)	A	$0.00	17,199	D

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

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") were granted on June 23, 2025 pursuant to the Registrant's Non-Employee Director Compensation Program. 100% of the total number of RSUs granted shall vest on the first to occur of (i) the first anniversary of the date of grant or (ii) a Change in Control (as defined in the Registrant's 2022 Incentive Award Plan), in each case, subject to the non-employee director continuing in service on the Registrant's board of directors through such vesting date.

	/s/ Paul Bavier, Attorney-in-Fact for Nanette Cocero	06/25/2025
	** 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.

FAQ

What insider transaction did HilleVax (HLVX) report on Form 4?

Director Nanette Cocero received 17,199 Restricted Stock Units on 23-Jun-2025.

At what price were the RSUs granted to Nanette Cocero?

The RSUs were issued at $0.00, reflecting a compensation grant rather than a purchase.

When will the 17,199 RSUs granted to the HLVX director vest?

They vest 100 % on the first anniversary of 23-Jun-2025 or upon a Change in Control, whichever occurs first.

How many HLVX shares does Nanette Cocero own after this transaction?

Her beneficial ownership is 17,199 shares, all held directly.

Were any HLVX shares sold or disposed of in this Form 4 filing?

No. The filing reports only an acquisition of RSUs; there were no sales or disposals.

Does the filing include any derivative securities other than RSUs?

No derivative securities beyond the reported RSUs were disclosed.