Vaccinex (VCNX) Form 4 VACCINEX / Maurice Zauderer 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^*

Zauderer Maurice

(Last) (First) (Middle)

C/O VACCINEX, INC.

1895 MOUNT HOPE AVENUE

(Street)

ROCHESTER NY 14620

(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
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2024

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								1,580	D
Common Stock								1,016	I	By Jeremy C. Zauderer Trust(1)
Common Stock								1,011	I	By Jordan M. Zauderer Trust(1)
Common Stock								99,528	I	By Vaccinex (Rochester), L.L.C.(2)

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
Warrant (Right to Buy)	$14							02/08/2024	02/08/2029	Common Stock	29,556		29,556	I	By Vaccinex (Rochester), L.L.C.(2)
Warrant (Right to Buy)	$32.76							11/02/2023	11/02/2028	Common Stock	9,768		9,768	I	By Vaccinex (Rochester), L.L.C.(2)
Warrant (Right to Buy)	$14							10/03/2023	10/03/2028	Common Stock	35,714		35,714	I	By Vaccinex (Rochester), L.L.C.(2)
Stock Option (Right to Buy)	$3,129							(3)	03/31/2024	Common Stock	12		12	D
Stock Option (Right to Buy)	$3,129							(3)	06/30/2024	Common Stock	12		12	D
Stock Option (Right to Buy)	$1,491							(3)	12/23/2025	Common Stock	15		15	D
Stock Option (Right to Buy)	$1,402.8							(3)	02/24/2025	Common Stock	135		135	D
Stock Option (Right to Buy)	$615.3							(4)	04/02/2031	Common Stock	66		66	D
Stock Option (Right to Buy)	$270.9							(5)	04/01/2032	Common Stock	133		133	D
Stock Option (Right to Buy)	$92.26							(6)	03/30/2028	Common Stock	266		266	D
Stock Option (Right to Buy)	$9.15	03/20/2024		A		1,877		(7)	03/20/2029	Common Stock	1,877	$0	1,877	D

Explanation of Responses:

1. Dr. Zauderer exercises voting control over shares held by this trust and disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein.

2. Dr. Zauderer is the president and a majority owner of Vaccinex (Rochester), L.L.C. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Exercisable in full as of the date of this report.

4. This option vests one-fourth on each of the first four anniversaries of the April 2, 2021 grant date, except as otherwise provided in the award notice.

5. This option vests one-fourth on each of the first four anniversaries of the April 1, 2022 grant date, except as otherwise provided in the award notice.

6. This option vests one-fourth on each of the first four anniversaries of the March 31, 2023 grant date, except as otherwise provided in the award notice.

7. This option was granted under the Company's 2018 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests one-fourth on each of the first four anniversaries of the March 20, 2024 grant date.

Remarks:

All figures in this Form 4 reflect the Issuer's 1-for-14 reverse stock split effected on February 19, 2024.

	/s/ Maurice Zauderer	03/22/2024
	** Signature of Reporting Person	Date
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