SEC FORM 3 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*
Rhode Peter

(Last) (First) (Middle)
C/O HCW BIOLOGICS INC
2929 N. COMMERCE PARKWAY

(Street)
MIRAMAR FL 33025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2021
3. Issuer Name and Ticker or Trading Symbol
HCW Biologics Inc. [ HCWB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. 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 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 34,285 D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 12/19/2029 Common Stock 51,428 0.14 D
Stock Option (Right to Buy) (2) 12/22/2030 Common Stock 8,571 0.21 D
Explanation of Responses:
1. These option shares were part of a stock option grant covering 85,713 shares of common stock. 20% of the total shares subject to the stock option grant vested on May 30, 2020; 20% of the total shares subject to the stock option grant vested on May 30, 2021; 25% of the total shares subject to the stock option grant will vest on May 30, 2022; and 35% of the total shares subject to the stock option grant will vest on May 30, 2023, subject to his continuous service through the applicable vesting date.
2. 20% of the total shares subject to the stock option grant will vest on December 22, 2021; 20% of the total shares subject to the stock option grant will vest on December 22, 2022; 25% of the total shares subject to the stock option grant will vest on December 22, 2023; and 35% of the total shares subject to the stock option grant will vest on December 22, 2024, subject to his continuous service through the applicable vesting date.
Remarks:
Title of the Officer: Chief Scientific Officer and Vice President of Clinical Operations Exhibit 24.1: Power of Attorney
/s/ Hing C. Wong, as Attorney-in-Fact for Peter Rhode 07/19/2021
** 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 5 (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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POWER OF ATTORNEY

The undersigned as a Section 16 reporting person of HCW Biologics Inc. (the
"Company"), hereby constitutes and appoints Hing C. Wong, Rebecca Byam and
Nicole Valdivieso, and each of them, the undersigned's true and lawful attorney
in fact to:

(1)	execute, deliver and file for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of the Company, Forms 3, 4,
and 5 in accordance with Section 16(a) of the Exchange Act;

(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the SEC and any stock exchange or similar authority;

(3)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to the undersigned and approves and ratifies any such release of
information; and

(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney in fact, or such attorney in
fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.  The undersigned further acknowledges and agrees
that the attorney-in-fact and the Company are relying on written and oral
information provided by the undersigned to complete such forms and the
undersigned is responsible for reviewing the completed forms prior to their
filing.  The attorney-in-fact and the Company are not responsible for any errors
or omissions in such filings. The attorney-in-fact and the Company are not
responsible for determining whether or not the transactions reported could be
matched with any other transactions for the purpose of determining liability for
short-swing profits under Section 16(b).

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19th day of July, 2021.

Name:  Peter Rhode