Vaccinex (VCNX) Form 4 VACCINEX / ownership change

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).

1. Name and Address of Reporting Person^*

FRIEDBERG ALBERT

(Last) (First) (Middle)

181 BAY STREET

SUITE 250

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VACCINEX, INC. [ VCNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

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

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								439,555	D
Common Stock								37,633	I	By Pan-Atlantic Bank & Trust Ltd.(1)
Common Stock								583,333	I	By Global Macro Hedge Fund Ltd.(2)
Common Stock	03/14/2019		P		1,000(3)	A	$4	4,789,469	I	By FCMI Parent Co.(4)
Common Stock	03/15/2019		P		1,000(3)	A	$3.96	4,790,469	I	By FCMI Parent Co.(4)

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
Option (Right to Acquire)(5)	(5)							(5)	(5)	Common Stock	1,180,051		21,475,000	I	By FCMI Parent Co.(4)
Option (Right to Acquire)(6)	(6)							(6)	(6)	Common Stock	967,983		9,679,833	I	By FCMI Financial Corporation(7)

1. Name and Address of Reporting Person^*

FRIEDBERG ALBERT

(Last) (First) (Middle)

181 BAY STREET

SUITE 250

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vaccinex (Rochester), L.L.C.

(Last) (First) (Middle)

181 BAY STREET

SUITE 250

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

Explanation of Responses:

1. Mr. Friedberg is the majority owner of Pan Atlantic Bank & Trust Ltd. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. Mr. Friedberg possesses voting and dispositive power over the reported securities and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by FCMI Parent Co. on January 23, 2019.

4. Mr. Friedberg is the majority owner, a director and the president of FCMI Parent Co. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. Partnership interests in VX3 (DE) LP, or VX3, which are exchangeable into shares of Common Stock on a 1-for-0.05495 basis at the holder's option. On August 13, 2018, FCMI Parent Co. entered into an exchange agreement with the Issuer and the other partners of VX3 that provides each VX3 partner the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of Common Stock. The option has no expiration date.

6. Limited partnership units of Vaccinex Products, LP, which are exchangeable into shares of Common Stock on a 1-for-10 basis at the holder's option.

7. FCMI Financial Corp. is a wholly-owned subsidiary of FCMI Parent Co. Mr. Friedberg disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.

Remarks:

	/s/ Scott Royer, Attorney-in-Fact	03/18/2019
	FCMI Parent Co. BY: /s/ Dan Scheiner, Vice President	03/18/2019
	** 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).
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