| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Immuneering Corporation (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
45254E107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 45254E107 |
| 1 | Names of Reporting Persons BENJAMIN J. ZESKIND | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,978,168.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Immuneering Corporation | |
| (b) | Address of issuer's principal executive
offices: 245 MAIN STREET, SECOND FLOOR, CAMBRIDGE, MA, 02142 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of Benjamin J. Zeskind (the "Reporting Person"). | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of the Reporting Person is c/o Immuneering Corporation (the "Issuer"), 245 Main St., Second Floor, Cambridge, MA 02142. | |
| (c) | Citizenship: The Reporting Person is a citizen of the United States. | |
| (d) | Title of class of securities: Class A common stock, par value $0.001 per share | |
| (e) | CUSIP No.: 45254E107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 3,978,168 (1)
(1) The ownership information presented herein represents the Reporting Person's beneficial ownership of shares of the Issuer's Class A common stock, par value $0.001 per share ("Class A Common Stock") as of December 31, 2024 and is based upon 31,050,448 shares of the Issuer's Class A Common Stock outstanding as of November 6, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024. The Reporting Person is the beneficial owner of 3,978,168 shares of the Issuer's Class A Common Stock, which consists of: (i) 2,281,852 shares of Class A Common Stock held of record by the Reporting Person; (ii) 801,389 shares of Class A Common Stock underlying stock options held of record by the Reporting Person that are exercisable on or prior to March 1, 2025; and (iii) 894,927 shares of Class A Common Stock held of record by the Benjamin J. Zeskind 2020 Family Trust, of which the Reporting Person's spouse serves as sole trustee. | |
| (b) | Percent of class: 12.8 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 3,083,241 | ||
| (ii) Shared power to vote or to direct the
vote: 894,927 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 3,083,241 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 894,927 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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