Immuneering (IMRX) Form 4 Immuneering / Bihua Chen ownership change

SEC Form 4

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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X

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^*

Cormorant Asset Management, LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Immuneering Corp [ IMRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock	04/01/2024		S		100	D	$3.07	3,295,173	I	See Footnote(1)(2)
Class A Common Stock	04/01/2024		S		300	D	$3.065	3,294,873	I	See Footnote(1)(3)
Class A Common Stock	04/01/2024		S		100	D	$3.05	3,294,773	I	See Footnote(1)(4)
Class A Common Stock	04/01/2024		S		600	D	$3.03	3,294,173	I	See Footnote(1)(5)
Class A Common Stock	04/01/2024		S		10	D	$3.01	3,294,163	I	See Footnote(1)(6)
Class A Common Stock	04/01/2024		S		10	D	$2.98	3,294,153	I	See Footnote(1)(7)
Class A Common Stock	04/01/2024		S		280	D	$2.97	3,293,873	I	See Footnote(1)(8)
Class A Common Stock	04/01/2024		S		398,600	D	$2.9	2,895,273	I	See Footnote(1)(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Cormorant Asset Management, LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chen Bihua

(Last) (First) (Middle)

C/O CORMORANT ASSET MANAGEMENT, LP

200 CLARENDON STREET, 52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Global Healthcare Master Fund, LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cormorant Private Healthcare Fund III LP

(Last) (First) (Middle)

200 CLARENDON STREET

52ND FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund III, LP ("Fund III"). Cormorant Global Healthcare GP, LLC ("GP LLC") and Cormorant Private Healthcare GP III, LLC ("GP III") serve as General Partner of the Master Fund and Fund III, respectively. Bihua Chen serves as manager of Cormorant, GP LLC and GP III. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

2. Represents (i) 1,087,655 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,518 shares of Class A Common Stock beneficially owned by Fund III.

3. Represents (i) 1,087,556 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,317 shares of Class A Common Stock beneficially owned by Fund III.

4. Represents (i) 1,087,523 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,250 shares of Class A Common Stock beneficially owned by Fund III.

5. Represents (i) 1,087,325 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,206,848 shares of Class A Common Stock beneficially owned by Fund III.

6. Represents (i) 1,087,322 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,206,841 shares of Class A Common Stock beneficially owned by Fund III.

7. Represents (i) 1,087,319 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,206,834 shares of Class A Common Stock beneficially owned by Fund III.

8. Represents (i) 1,086,227 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,206,646 shares of Class A Common Stock beneficially owned by Fund III.

9. Represents (i) 955,689 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 1,939,584 shares of Class A Common Stock beneficially owned by Fund III.

	/s/ CORMORANT ASSET MANAGEMENT, LP By: Cormorant Asset Management GP, LLC, its General Partner	04/03/2024
	/s/ Bihua Chen	04/03/2024
	/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP By: Cormorant Global Healthcare GP, LLC, its General Partner	04/03/2024
	/s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Global Healthcare GP III, LLC, LLC, its General Partner	04/03/2024
	** Signature of Reporting Person	Date
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