SEC Filing | Vaccinex, Inc.

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SEC FORM 4 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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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^*

Zauderer Maurice

(Last)

(First)

(Middle)

C/O VACCINEX, INC.

1895 MOUNT HOPE AVENUE

(Street)

ROCHESTER

14620

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VACCINEX, INC. [ VCNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2018		C		93,547	A	⁽³⁾	177,748	D
Common Stock	08/13/2018		C		95,448	A	⁽³⁾	213,209	I	By Jeremy C. Zauderer Trust⁽¹⁾
Common Stock	08/13/2018		C		95,448	A	⁽³⁾	212,161	I	By Jordan M. Zauderer Trust⁽¹⁾
Common Stock	08/13/2018		C		815,698	A	⁽⁴⁾	815,698	I	By Vaccinex (Rochester), L.L.C.⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽³⁾	08/13/2018		C			569,993	⁽³⁾	⁽³⁾	Common Stock	93,547	⁽³⁾	0	D
Series B Convertible Preferred Stock	⁽³⁾	08/13/2018		C			581,577	⁽³⁾	⁽³⁾	Common Stock	95,448	⁽³⁾	0	I	By Jeremy C. Zauderer Trust⁽¹⁾
Series B Convertible Preferred Stock	⁽³⁾	08/13/2018		C			581,577	⁽³⁾	⁽³⁾	Common Stock	95,448	⁽³⁾	0	I	By Jordan M. Zauderer Trust⁽¹⁾
Series D Convertible Preferred Stock	⁽⁴⁾	08/13/2018		C			8,157,067	⁽⁴⁾	⁽⁴⁾	Common Stock	815,698	⁽⁴⁾	0	I	By Vaccinex (Rochester), L.L.C.⁽²⁾

1. Name and Address of Reporting Person^*

Zauderer Maurice

(Last)

(First)

(Middle)

C/O VACCINEX, INC.

1895 MOUNT HOPE AVENUE

(Street)

ROCHESTER

14620

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Vaccinex (Rochester), L.L.C.

(Last)

(First)

(Middle)

44 WOODLAND ROAD

(Street)

PITTSFORD

14534

(City)

(State)

(Zip)

Explanation of Responses:

1. Maurice Zauderer exercises voting control over shares held by this trust and disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein.

2. Mr. Zauderer is the president and a majority owner of Vaccinex (Rochester), L.L.C. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. The reported securities converted into shares of Common Stock on a 0.1641-for-1 basis immediately prior to the consummation of the Issuer's initial public offering.

4. The reported securities converted into shares of Common Stock on a 1-for-10 basis immediately prior to the consummation of the Issuer's initial public offering.

Remarks:

	/s/ Maurice Zauderer	08/15/2018
	VACCINEX (ROCHESTER), L.L.C. BY: /s/ Maurice Zauderer, President	08/15/2018
	** 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).
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