| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VACCINEX, INC. [ VCNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/18/2024 | M | 38,610 | A | $5.636(3) | 176,748 | I | By Vaccinex (Rochester), L.L.C.(2) | ||
| Common Stock | 09/18/2024 | M | 29,557 | A | $5.636(4) | 206,305 | I | By Vaccinex (Rochester), L.L.C.(2) | ||
| Common Stock | 09/18/2024 | M | 9,768 | A | $5.636(5) | 216,073 | I | By Vaccinex (Rochester), L.L.C.(2) | ||
| Common Stock | 09/18/2024 | M | 35,715 | A | $5.636(4) | 251,788 | I | By Vaccinex (Rochester), L.L.C.(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $5.636(3) | 09/18/2024 | M | 38,610 | 03/28/2024 | 03/28/2029 | Common Stock | 38,610 | $0 | 0 | I | By Vaccinex (Rochester), L.L.C.(2) | |||
| Warrant (Right to Buy) | $5.636(4) | 09/18/2024 | M | 29,557 | 02/08/2024 | 02/08/2029 | Common Stock | 29,557 | $0 | 0 | I | By Vaccinex (Rochester), L.L.C.(2) | |||
| Warrant (Right to Buy) | $5.636(5) | 09/18/2024 | M | 9,768 | 11/02/2023 | 11/02/2028 | Common Stock | 9,768 | $0 | 0 | I | By Vaccinex (Rochester), L.L.C.(2) | |||
| Warrant (Right to Buy) | $5.636(4) | 09/18/2024 | M | 35,715 | 10/03/2023 | 10/03/2028 | Common Stock | 35,715 | $0 | 0 | I | By Vaccinex (Rochester), L.L.C.(2) | |||
| Warrant (Right to Buy) | $5.636 | 09/18/2024 | A | 170,475 | 09/18/2024 | 09/18/2029 | Common Stock | 170,475 | $0.125 | 170,475 | I | By Vaccinex (Rochester), L.L.C.(2) | |||
| Stock Option (Right to Buy) | $3,129 | (6) | 03/31/2024 | Common Stock | 12 | 12 | D | ||||||||
| Stock Option (Right to Buy) | $3,129 | (6) | 06/30/2024 | Common Stock | 12 | 12 | D | ||||||||
| Stock Option (Right to Buy) | $1,491 | (6) | 12/23/2025 | Common Stock | 15 | 15 | D | ||||||||
| Stock Option (Right to Buy) | $1,402.8 | (6) | 02/24/2025 | Common Stock | 135 | 135 | D | ||||||||
| Stock Option (Right to Buy) | $615.3 | (7) | 04/02/2031 | Common Stock | 66 | 66 | D | ||||||||
| Stock Option (Right to Buy) | $270.9 | (8) | 04/01/2032 | Common Stock | 133 | 133 | D | ||||||||
| Stock Option (Right to Buy) | $92.26 | (9) | 03/30/2028 | Common Stock | 266 | 266 | D | ||||||||
| Stock Option (Right to Buy) | $8.21 | (10) | 03/21/2034 | Common Stock | 1,877 | 1,877 | D | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. This warrant was originally reported on Form 4 with an exercise price of $7.64. Pursuant to a warrant inducement agreement by and between the issuer and Vaccinex (Rochester) L.L.C. dated September 17, 2024 (the "Warrant Inducement Agreement"), the exercise price of this warrant was adjusted to $5.636. |
| 4. This warrant was originally reported on Form 4 with an exercise price of $14.00. Pursuant to the Warrant Inducement Agreement, the exercise price of this warrant was adjusted to $5.636. |
| 5. This warrant was originally reported on Form 4 with an exercise price of $32.76. Pursuant to the Warrant Inducement Agreement, the exercise price of this warrant was adjusted to $5.636. |
| 6. Exercisable in full as of the date of this report. |
| 7. 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. |
| 8. 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. |
| 9. 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. |
| 10. This option vests one-fourth on each of the first four anniversaries of the March 21, 2024 grant date, except as otherwise provided in the award notice. |
| /s/ Maurice Zauderer | 09/20/2024 | |
| Vaccinex (Rochester) L.L.C. By: /s/ Maurice Zauderer, President | 09/20/2024 | |
| ** 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). | ||
| ** 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. | ||
