Immuneering Form 3/A / Peter Feinberg 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^*

Feinberg Peter

(Last)

(First)

(Middle)

C/O IMMUNEERING CORPORATION,

245 MAIN STREET, SECOND FLOOR

(Street)

CAMBRIDGE

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)
07/29/2021

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	123,753	I	See footnote⁽¹⁾
Class A Common Stock	224,293	I	See footnote⁽²⁾⁽⁶⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option	⁽³⁾	12/15/2029	Class A Common Stock	111,153	3.01	D
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	102,926	⁽⁴⁾	I	See footnote⁽¹⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	92,509	⁽⁴⁾	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	51,462	⁽⁴⁾	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	30,646	⁽⁴⁾	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	30,646	⁽⁴⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	30,646	⁽⁴⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Mr. Feinberg is a General Partner of PF Associates L.P.

2. Mr. Feinberg is a General Partner of PEF LLC.

3. 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. Feinberg's continued service to the Issuer's board of directors through each applicable vesting date.

4. 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.

5. Mr. Feinberg is a General Partner of S4K Investments LLC.

6. This amount includes 47 shares of Class A Common Stock PEF LLC holds through Boxcar PMJ, LLC that was inadvertently omitted from the reporting person's original Form 3 and one subsequent Form 4 filing.

Remarks:

Exhibit 24.1 - Power of Attorney for Peter Feinberg

	/s/ Michael D. Bookman, Attorney-in-Fact for Peter Feinberg	09/13/2021
	** 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).
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.

Immuneering (IMRX) Form 3/AImmuneering / Peter Feinberg ownership change