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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VACCINEX, INC. [ VCNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 52,866(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Option (Right to Acquire)(2) | (2) | (2) | (2) | Common Stock | 4,420 | 44,200 | D | ||||||||
Option (Right to Acquire)(2) | (2) | (2) | (2) | Common Stock | 4,420 | 44,200 | I | By Benbow Estates, Ltd.(3) | |||||||
Option (Right to Acquire)(4) | (4) | (4) | (4) | Common Stock | 4,121 | 75,000 | I | By Gee Eff Services Limited(5) | |||||||
Stock Option (Right to Buy) | $13.6 | (6) | 09/15/2027 | Common Stock | 6,396 | 6,396 | D | ||||||||
Stock Option (Right to Buy) | $5.26 | (6) | 03/30/2029 | Common Stock | 2,501 | 2,501 | D | ||||||||
Stock Option (Right to Buy) | $7.78 | 05/15/2020 | (7) | Common Stock | 7,718 | 7,718 | D | ||||||||
Stock Option (Right to Buy) | $5.52 | 06/30/2019 | 06/29/2029 | Common Stock | 2,385 | 2,385 | D | ||||||||
Stock Option (Right to Buy) | $7.17 | 09/30/2019 | 09/27/2029 | Common Stock | 1,856 | 1,856 | D | ||||||||
Stock Option (Right to Buy) | $4.85 | 12/31/2019 | 12/28/2029 | Common Stock | 2,737 | 2,737 | D | ||||||||
Stock Option (Right to Buy) | $4 | 03/31/2020 | A | 3,336 | 03/31/2020 | 03/29/2030 | Common Stock | 3,336 | $0(8) | 3,336 | D |
Explanation of Responses: |
1. Includes 13,574 shares previously held in a trust which were distributed to Mr. Frieberg on March 1, 2019 and are now owned directly. |
2. Limited partnership units of Vaccinex Products, LP, which are presently exchangeable into shares of Common Stock on a 1-for-10 basis at the holder's option. |
3. Mr. Frieberg's spouse is the owner of Benbow Estates, Ltd. and Mr. Frieberg is an officer of Benbow Estates, Ltd. Mr. Frieberg disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
4. Partnership interests in VX3 (DE) LP, or VX3, which are presently exchangeable into shares of Common Stock on a 1-for-0.05495 basis at the holder's option. On August 13, 2018, Gee Eff Services Limited entered into an exchange agreement with the Issuer and the other partners of VX3 that provides each VX3 partner the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of Common Stock. The option has no expiration date. |
5. Mr. Frieberg is the sole owner and President of Gee Eff Services Limited. |
6. Exercisable in full as of the date of this report. |
7. This option was granted pursuant to the Company's 2018 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and expires on May 14, 2029 or five years following retirement or cessation of services, whichever occurs first. |
8. Pursuant to the Issuer's Director Compensation Program, in a transaction exempt under Rule 16b-3, the reporting person elected to receive these options in lieu of $8,750 for retainer and meeting fees during the first quarter of 2020. The number of options was calculated in accordance with the Black-Scholes valuation model and all such options are immediately exercisable. |
Remarks: |
/s/ Scott E. Royer, Attorney-in-Fact for Jacob B. Frieberg | 04/01/2020 | |
** 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). | ||
** 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. |