| 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) 05/10/2024 | ||||||||||||||||||||||||||
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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 | 303 | D | ||||||||
| Common Stock | 451 | I | By Benbow Estates, Ltd.(1) | |||||||
| Common Stock | 920 | I | By Gee Eff Services Limited(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 | ||||||||
| Stock Option (Right to Buy) | $2,856 | (3) | 09/15/2027 | Common Stock | 30 | 30 | D | ||||||||
| Stock Option (Right to Buy) | $1,104.6 | (3) | 03/30/2029 | Common Stock | 11 | 11 | D | ||||||||
| Stock Option (Right to Buy) | $1,633.8 | (3) | (4) | Common Stock | 36 | 36 | D | ||||||||
| Stock Option (Right to Buy) | $1,159.2 | (3) | 06/29/2029 | Common Stock | 11 | 11 | D | ||||||||
| Stock Option (Right to Buy) | $1,505.7 | (3) | 09/27/2029 | Common Stock | 8 | 8 | D | ||||||||
| Stock Option (Right to Buy) | $1,018.5 | (3) | 12/28/2029 | Common Stock | 13 | 13 | D | ||||||||
| Stock Option (Right to Buy) | $840 | (3) | 03/29/2030 | Common Stock | 15 | 15 | D | ||||||||
| Stock Option (Right to Buy) | $829.5 | (3) | (5) | Common Stock | 74 | 74 | D | ||||||||
| Stock Option (Right to Buy) | $758.1 | (3) | 06/28/2030 | Common Stock | 17 | 17 | D | ||||||||
| Stock Option (Right to Buy) | $373.8 | (3) | 09/28/2030 | Common Stock | 36 | 36 | D | ||||||||
| Stock Option (Right to Buy) | $434.7 | (3) | 12/29/2030 | Common Stock | 31 | 31 | D | ||||||||
| Stock Option (Right to Buy) | $625.8 | (3) | 03/31/2031 | Common Stock | 21 | 21 | D | ||||||||
| Stock Option (Right to Buy) | $451.5 | (3) | (6) | Common Stock | 136 | 136 | D | ||||||||
| Stock Option (Right to Buy) | $588 | (3) | 06/28/2031 | Common Stock | 22 | 22 | D | ||||||||
| Stock Option (Right to Buy) | $453.6 | (3) | 09/28/2031 | Common Stock | 29 | 29 | D | ||||||||
| Stock Option (Right to Buy) | $218.4 | (3) | 12/29/2031 | Common Stock | 61 | 61 | D | ||||||||
| Stock Option (Right to Buy) | $277.2 | (3) | 03/28/2032 | Common Stock | 47 | 47 | D | ||||||||
| Stock Option (Right to Buy) | $235.2 | (3) | (7) | Common Stock | 253 | 253 | D | ||||||||
| Stock Option (Right to Buy) | $226.8 | (3) | 06/27/2032 | Common Stock | 57 | 57 | D | ||||||||
| Stock Option (Right to Buy) | $104.02 | (3) | 09/27/2032 | Common Stock | 125 | 125 | D | ||||||||
| Stock Option (Right to Buy) | $135.52 | (3) | 12/28/2032 | Common Stock | 94 | 94 | D | ||||||||
| Stock Option (Right to Buy) | $83.86 | (3) | 03/28/2033 | Common Stock | 152 | 152 | D | ||||||||
| Stock Option (Right to Buy) | $86.1 | (3) | (8) | Common Stock | 684 | 684 | D | ||||||||
| Stock Option (Right to Buy) | $74.76 | (3) | 06/27/2033 | Common Stock | 172 | 172 | D | ||||||||
| Stock Option (Right to Buy) | $5.75 | 05/10/2024 | A | 2,211 | 05/10/2024 | 05/10/2034 | Common Stock | 2,211 | $3.96(9) | 2,211 | D | ||||
| Stock Option (Right to Buy) | $5.75 | 05/10/2024 | A | 10,108 | 05/10/2025 | (10) | Common Stock | 10,108 | $0 | 10,108 | D | ||||
| Explanation of Responses: |
| 1. Mr. Frieberg's spouse is the owner of Benbow Estates, Ltd. and Mr. Frieberg is an officer of Benbow Estates, Ltd. Mr. Frieberg disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 2. Mr. Frieberg is the sole owner and President of Gee Eff Services Limited. |
| 3. Exercisable in full as of the date of this report. |
| 4. This option expires on May 14, 2029 or five years following retirement or cessation of services, whichever occurs first. |
| 5. This option expires on May 12, 2030 or five years following retirement or cessation of services, whichever occurs first. |
| 6. This option expires on May 9, 2031 or five years following retirement or cessation of services, whichever occurs first. |
| 7. This option expires on May 9, 2032 or five years following retirement or cessation of services, whichever occurs first. |
| 8. This option expires on May 8, 2033 or five years following retirement or cessation of services, whichever occurs first. |
| 9. Pursuant to the Issuer's Director Compensation Plan, in a transaction exempt under Rule 16b-3, the reporting person elected to receive these options in lieu of $8,750 for retainer and meeting fees during the first quarter of 2024. The number of options was calculated in accordance with the Black-Scholes valuation model and all such options are immediately exercisable. |
| 10. This option was granted pursuant to the Company's 2018 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and expires on May 10, 2034 or five years following retirement or cessation of services, whichever occurs first. |
| Remarks: |
| On February 19, 2024, Vaccinex, Inc. effected a 1-for-14 reverse stock split (the "Reverse Stock Split"). The number of stock options and underlying shares of common stock in this Form 4 reflect the Reverse Stock Split. |
| /s/ Maurice Zauderer, Attorney-in-Fact for Jacob Frieberg | 05/14/2024 | |
| ** 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. | ||
