Barer Sol J Form 3 NexImmune / SOL J BARER ownership change

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^*

BARER SOL J

(Last)

(First)

(Middle)

C/O NEXIMMUNE, INC.

9119 GAITHER ROAD

(Street)

GAITHERSBURG

20877

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021

3. Issuer Name and Ticker or Trading Symbol
NexImmune, Inc. [ NEXI ]

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

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

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	567,632	D
Common Stock	129,007	I⁽¹⁾	Held by Joshua Barer

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	03/04/2030	Common Stock	205,900	5.17	D
Series A Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	800,182	⁽⁵⁾	D
Series A Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	894,036	⁽⁵⁾	I	Held B&S NexImmune Holdco LLC⁽⁶⁾
Series A2 Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	164,408	⁽⁵⁾	I	Held by B&S NexImmune Holdco LLC⁽⁶⁾
Series A3 Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	82,204	⁽⁵⁾	I	Held by B&S NexImmune Holdco LLC⁽⁶⁾
Convertible Promissory Note	⁽⁷⁾	⁽⁴⁾	Common Stock	336,682	⁽⁸⁾	I	Held by B&S NexImmune Holdco LLC⁽⁶⁾
Series A Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	217,570	⁽⁵⁾	I	Held by Joshua Barer⁽¹⁾

Explanation of Responses:

1. Mr. Barer is the father of Joshua Barer. Mr. Sol Barer disclaims beneficial ownership of the securities held by Joshua Barer except to the extent of his pecuniary interest therein.

2. All shares underlying this option will automatically fully vest immediately upon completion of the Issuer's initial public offering.

3. The shares of preferred stock will automatically convert into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.

4. Not applicable.

5. The shares of preferred stock will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.

6. Mr. Barer is the father of Joshua Barer, who is the sole manager of B&S NexImmune Holdco LLC and has sole voting and dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer is also a member of Barer & Son Capital, LLC, which is a member of B&S NexImmune Holdco LLC, but he does not have voting or dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer disclaims beneficial ownership of the securities held by B&S NexImmune Holdco LLC except to the extent of his pecuniary interest therein.

7. These shares will automatically convert into the Issuer's common stock immediately upon completion of the Issuer's initial public offering.

8. These shares will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Ilse Johnson, Attorney-in-fact	02/11/2021
	** 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).
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.

Barer Sol J Form 3NexImmune / SOL J BARER ownership change