Immuneering (IMRX) Form 3 Immuneering / ROBERT J CARPENTER 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^*

CARPENTER ROBERT J

(Last) (First) (Middle)

C/O IMMUNEERING CORPORATION,

245 MAIN STREET, SECOND FLOOR

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

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

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

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

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)
Class A Common Stock	606,666	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	(1)	12/15/2029	Class A Common Stock	111,153	3.01	D
Series A Preferred Stock	(2)	(2)	Class A Common Stock	94,585	(2)	D
Series B Preferred Stock	(2)	(2)	Class A Common Stock	122,588	(2)	D

Explanation of Responses:

1. The option vests and becomes exercisable as to 25% of the underlying shares on December 16, 2020 and then in equal monthly installments over the subsequent three years, subject to Mr. Carpenter's continued service to the Issuer's board of directors through each applicable vesting date.

2. Each share of the Issuer's preferred stock is convertible on a one-for-one basis into shares of the Issuer's Class A common stock in certain circumstances and has no expiration date. The preferred stock will automatically convert into Class A common stock immediately prior to the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Michael D. Bookman, Attorney-in-Fact for Robert J. Carpenter	07/29/2021
	** 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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