SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* Griffiths Graham (Last) (First) (Middle) C/O VACCITECH PLC THE SCHRODINGER BLDG HEATLEY ROAD THE OXFORD SCIENCE PARK (Street) OXFORD X0 OX4 4GE (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Vaccitech plc [ VACC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Business Officer
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2021
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Ordinary Shares(1)	12/17/2021		M4	102,279	A	$0.0004	102,379	D
Ordinary Shares(1)	12/17/2021		M4	5,794	A	$0.0004	108,173	D
Ordinary Shares(1)	12/17/2021		M4	4,636	A	$0.0004	112,809	D
Ordinary Shares(1)	12/17/2021		M4	3,090	A	$0.0004	115,899	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (Right to Buy)	$0.0004	12/17/2021		4M		102,279	(2)	02/16/2028	Ordinary Shares(1)	$102,279	$0	0	D
Share Option (Right to Buy)	$0.0004	12/17/2021		4M		5,794	(3)	02/16/2028	Ordinary Shares(1)	$5,794	$0	1,931	D
Share Option (Right to Buy)	$0.0004	12/17/2021		4M		4,636	(4)	08/14/2029	Ordinary Shares(1)	$4,636	$0	4,634	D
Share Option (Right to Buy)	$0.0004	12/17/2021		4M		3,090	(5)	01/08/2030	Ordinary Shares(1)	$3,090	$0	9,270	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. This option shall vest and become exercisable in four equal annual installments, with the first installment vested on October 16, 2018. The exercise price of this option is GBP 0.000324 per share and has been converted from pounds sterling to U.S. dollars using an average exchange rate of $1.3269 to GBP 1.00 on December 31, 2019.

3. This option shall vest and become exercisable in four equal annual installments, with the first installment vested on February 1, 2019. The exercise price of this option is GBP 0.000324 per share and has been converted from pounds sterling to U.S. dollars using an average exchange rate of $1.3269 to GBP 1.00 on December 31, 2019.

4. This option shall vest and become exercisable in four equal annual installments, with the first installment vested on February 1, 2020. The exercise price of this option is GBP 0.000324 per share and has been converted from pounds sterling to U.S. dollars using an average exchange rate of $1.3269 to GBP 1.00 on December 31, 2019.

5. This option shall vest and become exercisable in four equal annual installments, with the first installment vested on January 1, 2021. The exercise price of this option is GBP 0.000324 per share and has been converted from pounds sterling to U.S. dollars using an average exchange rate of $1.3662 to GBP 1.00 on December 31, 2020.

	/s/ William Enright, Attorney-in-Fact	02/11/2022
	** 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).
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