NexImmune (NEXI) Form 3 NexImmune / TIMOTHY STOVER 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^*

STOVER TIMOTHY

(Last) (First) (Middle)

C/O NEXIMMUNE, INC.

9119 GAITHER ROAD

(Street)

GAITHERSBURG MD 20877

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/30/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Corporate Controller

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	71,000(1)	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)	(2)	07/05/2031	Common Stock	13,475	0.41	D
Stock Option (right to buy)	(2)	07/05/2031	Common Stock	15,925	1.03	D
Stock Option (right to buy)	(3)	04/04/2032	Common Stock	6,375	1.03	D
Stock Option (right to buy)	(4)	04/03/2033	Common Stock	32,000	0.41	D
Stock Option (right to buy)	(3)	04/04/2032	Common Stock	11,625	0.41	D

Explanation of Responses:

1. Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest 100% on the 18-month anniversary of November 22, 2022, subject to Mr. Stover's continued service through the applicable vesting date.

2. 25% of this option vested and became exercisable on July 6, 2022, with the remainder vesting in 36 equal monthly installments thereafter.

3. 25% of this option vested and became exercisable on April 5, 2023, with the remainder vesting in 36 equal monthly installments thereafter.

4. 25% of this option will vest and become exercisable on April 4, 2024, with the remainder vesting in 36 equal monthly installments thereafter.

Remarks:

Exhibit 24.1

	/s/ Nadia Do Canto, Attorney-in-fact	09/08/2023
	** 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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