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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/09/2018 | 3. Issuer Name and Ticker or Trading Symbol VACCINEX, INC. [ VCNX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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 | 84,201 | D | |
Common Stock | 117,761 | I | By Jeremy C. Zauderer Trust(1) |
Common Stock | 116,713 | I | By Jordan M. Zauderer Trust(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | 12/23/2019 | Common Stock | 18,000 | 10 | D | |
Stock option (right to buy) | (2) | 03/31/2024 | Common Stock | 2,589 | 14.9 | D | |
Stock option (right to buy) | (2) | 06/30/2024 | Common Stock | 2,589 | 14.9 | D | |
Stock option (right to buy) | (3) | 12/23/2025 | Common Stock | 3,325 | 7.1 | D | |
Series B Convertible Preferred Stock | (4) | (4) | Common Stock | 93,547 | 13.1 | D | |
Series B Convertible Preferred Stock | (4) | (4) | Common Stock | 95,448 | 13.1 | I | By Jeremy C. Zauderer Trust(1) |
Series B Convertible Preferred Stock | (4) | (4) | Common Stock | 95,448 | 13.1 | I | By Jordan M. Zauderer Trust(1) |
Series D Convertible Preferred Stock | (5) | (5) | Common Stock | 815,698 | 18.2 | I | By Vaccinex (Rochester), L.L.C.(6) |
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. Maurice 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. Exercisable in full as of the date of this report. |
3. This option has vested with respect to 1,995 shares and the remainder of the option vests in two equal annual installments beginning on December 23, 2018. |
4. The reported securities will convert into shares of Common Stock on a 0.1641-for-1 basis immediately prior to the consummation of the Issuer's initial public offering. |
5. The reported securities will convert into shares of Common Stock on a 1-for-10 basis immediately prior to the consummation of the Issuer's initial public offering. |
6. Mr. 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. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney for Maurice Zauderer |
/s/ Maurice Zauderer | 08/09/2018 | |
VACCINEX (ROCHESTER), L.L.C. BY: /s/ Maurice Zauderer, President | 08/09/2018 | |
** 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. |