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CUSIP No. 918640 103
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1.
|
Names of Reporting Persons
|
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|
FCMI
PARENT CO.
|
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|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|
o
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|
(b)
|
o
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3.
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SEC Use Only
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4.
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Source of
Funds (See Instructions)
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WC
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6.
|
Citizenship
or Place of Organization
|
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NOVA
SCOTIA, CANADA
|
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|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
|
|
-0-
|
|
|
8.
|
Shared
Voting Power
|
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|
7,418,430
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9.
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Sole
Dispositive Power
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-0-
|
|
|
10.
|
Shared
Dispositive Power
|
|
|
|
7,418,430
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,418,430
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12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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o
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13.
|
Percent of
Class Represented by Amount in Row (11)
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54.5%
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14.
|
Type of Reporting
Person
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CO
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CUSIP
No. 918640 103
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1.
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Names of Reporting Persons
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FCMI
FINANCIAL CORPORATION
|
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2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
|
Source of
Funds (See Instructions)
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WC
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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|
o
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6.
|
Citizenship
or Place of Organization
|
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ONTARIO,
CANADA
|
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
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-0-
|
|
|
8.
|
Shared
Voting Power
|
|
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1,005,616
|
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9.
|
Sole
Dispositive Power
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-0-
|
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10.
|
Shared
Dispositive Power
|
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1,005,616
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,005,616
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12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
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13.
|
Percent of
Class Represented by Amount in Row (11)
|
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|
|
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7.4%
|
|
|
14.
|
Type of Reporting
Person
|
|
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CO
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CUSIP
No. 918640 103
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1.
|
Names of Reporting Persons
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PAN
ATLANTIC BANK AND TRUST LIMITED
|
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2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
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(a)
|
o
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(b)
|
o
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3.
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SEC Use Only
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4.
|
Source of
Funds (See Instructions)
|
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WC
|
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
o
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6.
|
Citizenship
or Place of Organization
|
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BARBADOS
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
|
|
-0-
|
|
|
8.
|
Shared
Voting Power
|
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37,633
|
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9.
|
Sole
Dispositive Power
|
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-0-
|
|
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10.
|
Shared
Dispositive Power
|
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37,633
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
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37,633
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12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
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13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
|
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0.3%
|
|
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14.
|
Type of Reporting
Person
|
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CO
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CUSIP
No. 918640 103
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1.
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Names of Reporting Persons
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ALBERT
D. FRIEDBERG
|
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2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
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(a)
|
o
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(b)
|
o
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3.
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SEC Use Only
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4.
|
Source of
Funds (See Instructions)
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AF,
PF
|
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5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
o
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6.
|
Citizenship
or Place of Organization
|
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CANADA
|
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
|
|
-0-
|
|
|
8.
|
Shared
Voting Power
|
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|
8,441,318
|
|
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9.
|
Sole
Dispositive Power
|
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-0-
|
|
|
10.
|
Shared
Dispositive Power
|
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|
|
8,441,318
|
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
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8,441,318
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|
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|
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|
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12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
|
|
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62.0%
|
|
|
14.
|
Type of Reporting
Person
|
|
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IN
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CUSIP
No. 918640 103
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1.
|
Names of Reporting Persons
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FRIEDBERG
GLOBAL-MACRO HEDGE FUND LTD.
|
|
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2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|
o
|
|
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|
|
(b)
|
o
|
3.
|
SEC Use Only
|
|
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|
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|
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4.
|
Source of
Funds (See Instructions)
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
o
|
6.
|
Citizenship
or Place of Organization
|
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CAYMAN
ISLANDS
|
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
|
|
-0-
|
|
|
8.
|
Shared
Voting Power
|
|
|
|
583,333
|
|
|
9.
|
Sole
Dispositive Power
|
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|
|
-0-
|
|
|
10.
|
Shared
Dispositive Power
|
|
|
|
583,333
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
|
|
583,333
|
|
|
|
|
|
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
|
|
|
|
|
4.3%
|
|
|
14.
|
Type of Reporting
Person
|
|
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CO
|
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CUSIP
No. 918640 103
|
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1.
|
Names of Reporting Persons
|
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FRIEDBERG
MERCANTILE GROUP LTD.
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
(a)
|
o
|
|
|
|
|
(b)
|
o
|
3.
|
SEC Use Only
|
|
|
|
|
|
|
4.
|
Source of
Funds (See Instructions)
|
|
|
|
AF
|
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
o
|
6.
|
Citizenship
or Place of Organization
|
|
|
|
|
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|
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CANADA
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
|
|
|
|
-0-
|
|
|
8.
|
Shared
Voting Power
|
|
|
|
583,333
|
|
|
9.
|
Sole
Dispositive Power
|
|
|
|
-0-
|
|
|
10.
|
Shared
Dispositive Power
|
|
|
|
583,333
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
|
|
|
|
583,333
|
|
|
|
|
|
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
o
|
13.
|
Percent of
Class Represented by Amount in Row (11)
|
|
|
|
|
|
|
|
4.3%
|
|
|
14.
|
Type of Reporting
Person
|
|
|
|
|
|
|
|
CO
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Item 1.
|
Security and Issuer
|
This Schedule
13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Vaccinex, Inc., a Delaware corporation
(the “Issuer”). The principal executive office of the Issuer is located at 1895 Mount Hope Avenue Rochester, New York
14620.
Preliminary
Note
: All Common Stock share amounts and percentage interests in this Schedule 13D give effect to the 1-for-10 reverse stock
split effected by the Issuer on August 7, 2018 and to the issuance of 3,333,334 shares of Common Stock in the Issuer’s initial
public offering (“IPO”) on August 13, 2018, excluding the overallotment option for 500,000 shares granted by the Issuer
to the underwriters of the IPO.
Item 2.
|
Identity and Background
|
This Schedule
13D is being filed by FCMI Parent Co. (“FCMI Parent”), FCMI Financial Corporation (“FCMI”), Pan Atlantic
Bank and Trust Limited (“PABTL”), Friedberg Global-Macro Hedge Fund Ltd. (“G-M Fund”), Friedberg Mercantile
Group, Ltd. (“FMG”) and Albert D. Friedberg. FCMI Parent, FCMI, PABTL, G-M Fund, FMG and Mr. Friedberg are hereinafter
referred to collectively as the “Filing Persons” and each, individually, as a “Filing Person.”
The following
sets forth certain information regarding the Filing Persons:
FCMI
Parent
. FCMI Parent is a Nova Scotia
,
Canada corporation having its registered office at 900-1959 Upper Water Street,
Halifax, Nova Scotia B3J 2X2, and principal business office at Suite 250, Brookfield Place, 181 Bay Street, Toronto, Ontario,
Canada M5J 2T3. FCMI Parent is the Friedberg family investment holding vehicle, and its principal business is management of its
own investment portfolio, which it owns directly and through subsidiaries, including FCMI.
FCMI
.
FCMI is an Ontario, Canada corporation having its registered office and its principal business office at Suite 250, Brookfield
Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3. FCMI’s principal business is management of its own investment portfolio.
PABTL
.
PABTL is a Barbados company registered under the International Financial Services Act 2002 of Barbados. PABTL’s registered
and principal business office is located at 1st Floor, Whitepark House, White Park Road, Saint Michael, Saint Michael, Barbados
BB 11135. The principal business of PABTL is treasury activity, merchant banking, securities trading, hedging and longer term
investments in public and private securities and debt instruments. PABTL is a wholly-owned subsidiary of FCMI.
G-M Fund
.
G-M Fund is an open-ended private investment company incorporated as an exempted company under the laws of the Cayman Islands.
G-M Fund is a multi-strategy fund whose investment objective is to seek significant total investment returns, consisting of a
combination of interest income, currency gains and capital appreciation by investing in four discrete groups of investments: (i)
long positions in fixed income securities; (ii) long and short positions in equity securities; (iii) currency forwards and futures
contracts and options thereon; and (iv) commodity forwards and futures contracts and options thereon, and other over-the-counter
traded derivatives instruments. G-M Fund generally invests directly through managed accounts and indirectly through private investment
funds. The registered office address of G-M Fund is 190 Elgin Avenue George Town, Cayman Islands KY1-9005.
FMG
.
FMG is the investment advisor to G-M Fund. FMG is a broker dealer and a member of the Investment Industry Regulatory Organization
of Canada, the Canadian Investor Protection Fund and all Canadian exchanges. FMG provides a wide range of financial and investment
services to retail and institutional clients. FMG is a family-owned company and it is the policy of the Friedberg family to be
the lead investor in any investment product offered by FMG. FMG has specialized in managing money in non-traditional asset classes.
FMG’s business address is 181 Bay Street, Suite 250, Toronto, Ontario, Canada M5J 2T3.
Albert
D. Friedberg
. Albert D. Friedberg is an individual and a Canadian citizen. Mr. Friedberg’s principal occupation is as
President and Director of FCMI Parent. Mr. Friedberg is a Director and Chairman of the Board of the Issuer. Mr. Friedberg is also
involved in numerous philanthropic activities.
The following
provides certain information regarding the directors, officers and controlling persons of the Filing Persons.
FCMI
Parent and FCMI
: The sole officers and directors of FCMI Parent and FCMI are Mr. Friedberg and Mr. Dan Scheiner. Mr. Scheiner
is a Canadian citizen. His principal occupation is as a Vice President and General Counsel of FMG,
and his business address
is c/o FMG.
All of
the outstanding shares of FCMI Parent are held by Mr. Friedberg, members of his family, and trusts for the benefit of members
of his family. Mr. Friedberg retains possession of voting and dispositive power over the FCMI Parent shares held by members of
the Friedberg family and trusts for the benefit of members of his family and, as a result, Mr. Friedberg controls and may be deemed
the beneficial owner of 100% of the outstanding shares and sole controlling person of FCMI Parent. By virtue of his control of
FCMI Parent, Mr. Friedberg may be deemed to possess voting and dispositive power over the shares owned directly by FCMI Parent
and by its subsidiaries, FCMI and PABTL.
PABTL
:
Set forth below is a list of the directors of PABTL and their respective principal occupations or employment, and the name and
address of the business through which such occupation or employment is conducted. Each director of PABTL is a citizen of Barbados.
Name
|
Principal
Occupation or Employment
|
Address
|
Robert
Bourque
|
Managing
Director of PABTL
|
c/o
PABTL
|
Joyce
Dear
|
Director
of PABTL; retired partner of PricewaterhouseCoopers
|
c/o
PABTL
|
Richard
Fisher
|
Real
estate agent
|
Terra
Caribbean: Barbados
Somerley, Worthing,
Christ Church BB 15009
|
Gale
Prescod
|
Attorney
|
De
Novo Legal
#14
Pine Plantation Road
St.
Michael, Barbados
|
G-M
Fund
:
Set forth
below is a list of the directors of G-M Fund and their respective principal occupations or employment and the address at which
such principal occupation or employment is carried on. Mr. Friedberg and Mr. Bourque are citizens of Canada and Barbados, respectively
Mr. Eden is a citizen of the Cayman Islands.
Name
|
Principal
Occupation or Employment
|
Address
|
Albert
D. Friedberg
|
President
and Director of FCMI Parent
|
c/o
FCMI Parent
|
Robert
Bourque
|
Managing
Director of PABTL
|
c/o
PABTL
|
Brian
Eden
|
Director
of G-M Fund
|
190
Elgin Avenue
George
Town
Cayman
Islands KY1-9005
|
FMG
.
The board of directors of FMG presently consists of three persons, including Mr. Friedberg, who is also the President and the
Chief Executive Officer of FMG. Information regarding Mr. Scheiner, a Vice President and General Counsel of FMG, is provided above
under “FCMI Parent and FCMI.” The other directors and officers of FMG are listed below. Their respective principal
occupations or employments are serving in the capacity or capacities for FMG set forth next to their respective names, and the
business address of each of such persons is c/o FMG. Mr. Gordon is a U.S. citizen; each of the other persons listed below is a
citizen of Canada.
Name
|
Position(s)
with FMG
|
Daniel
A. Gordon
|
Vice
President, Chief Compliance Officer and Director
|
Enrique
Zauderer
|
Vice
President and Director
|
Michael
Y.D. Ng
|
Vice
President
|
Richard
Knight
|
Chief
Financial Officer
|
During
the last five years, none of the Filing Persons and to their knowledge, none of the directors or officers of FCMI Parent, FCMI,
PABTL, G-M Fund or FMG has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor
was any of them a party to a civil proceeding of a United States judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
|
Source and Amount
of Funds or Other Consideration
|
The aggregate
amount paid by the Filing Persons for the shares of Common Stock beneficially owned by them, including purchases of Common Stock,
redeemable convertible preferred stock of the Issuer that has been converted into Common Stock, partnership units that have been
exchanged for Common Stock and presently outstanding partnership units that are exchangeable for Common Stock is approximately
$100,784,944. The respective aggregate purchase prices paid by the Filing Persons for the Common Stock and such other securities
owned directly by them (including, for FCMI Parent and FCMI, the purchase price for outstanding partnership units directly owned
by them that are presently exchangeable for Common Stock) are as follows:
Filing Person
|
|
Aggregate
Purchase
Price
|
|
FCMI Parent
|
|
$
|
81,680,148
|
|
FCMI
|
|
$
|
3,720,305
|
|
PABTL
|
|
$
|
384,492
|
|
G-M Fund
|
|
$
|
7,000,000
|
|
Albert Friedberg
|
|
$
|
7,999,999
|
|
Each
of the Filing Persons obtained the funds used to acquire the Issuer’s Common Stock and securities convertible into or exchangeable
for such Common Stock from its working capital, including intercompany dividends paid by Filing Persons to other Filing Persons
and, in the case of Mr. Friedberg, personal funds.
The 37,633
shares of Common Stock owned directly by PABTL, as shown in the table in Item 5, below, were acquired by PABTL on behalf of persons
to whom PABTL advanced a portion of the purchase price for shares of the Issuer’s Series A Convertible Preferred Stock in
2001. All such preferred stock was subsequently converted into Common Stock in connection with the Issuer’s IPO. The shares
are presently held as collateral security for the payment of such advances, plus interest, pursuant to security arrangements between
PABTL and the borrowers, including Daniel Gordon and Enrique Zauderer, each of whom is a director and an officer of FMG. See “Beneficial
Ownership of Shares Under PABTL Pledge Arrangements,” in Item 5 below. The respective aggregate purchase prices for the
Series A Convertible Preferred Stock purchased by Messrs. Gordon and Zauderer were $13,659 and $31,906, of which PABTL advanced
$9,247 and $21,961, respectively, to Mr. Gordon and Mr. Zauderer. The remaining portions of the purchase price for such shares
were obtained, in each case, from their personal funds.
Item 4.
|
Purpose of Transaction.
|
The Filing
Persons have acquired the Common Stock owned by them for investment and to support the Issuer’s research and development
activities and its efforts to develop targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs
including cancer, neurodegenerative diseases, and autoimmune disorders. The Filing Persons’ investment in the Issuer commenced
in 2009 when FCMI Parent and FCMI and other Canadian investors participated in a series of financing arrangements with the Issuer
to advance the development of certain therapeutic monoclonal antibodies under development by the Issuer in certain therapeutic
indications. The Filing Persons subsequently continued to support the Issuer with additional investments and acquisitions of the
Issuer’s convertible preferred stock and partnership interests exchangeable for the Issuer’s Common Stock. These financing
transactions, all of which occurred before the Issuer’s IPO, are described in the Issuer’s prospectus dated August
9, 2018, under the caption “Certain Relationships and Related Person Transactions.”
In connection
with the Issuer’s IPO, the Filing Persons converted all of their convertible preferred stock into Common Stock, and FCMI
Parent and G-M Fund purchased a total of 2,458,333 additional shares of Common Stock in the IPO so as to enable the Issuer to
obtain additional funds for such purposes and to have access to public capital markets. As a result of these investments, Mr.
Friedberg, through his control of the Filing Persons, is the largest stockholder of the Issuer and has the ability to control
the Issuer through this ownership position. Except for a total of 2,148,034 shares issuable in exchange for certain partnership
interests held by FCMI Parent and FCMI, the Filing Persons do not have any present intention to acquire additional shares of Common
Stock. The Filing Persons also note that their ability to effect dispositions of Common Stock may be limited by the lockup agreements
entered into by Mr. Friedberg and FCMI Parent, by their status as “affiliates” of the Issuer, and by the short-swing
profit recapture provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended. Subject to the foregoing,
the Filing Persons reserve the right to take, in the future, such actions with respect to their investment in the Issuer as they
deem appropriate.
Except
as described herein, the Filing Persons do not have any plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.
The Filing Persons
may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans
or proposals with respect thereto.
Item 5.
|
Interest in Securities
of the Issuer.
|
See
the Preliminary Note in Item 1 of this Schedule 13D.
On the
date of this Schedule 13D, the Filing Persons are the beneficial owners of a total of 8,441,318 shares of the Issuer’s Common
Stock, representing 62.0% of the Issuer’s outstanding Common Stock. The Filing Persons’ aggregate and individual beneficial
ownership has been computed as a percentage 13,623,083 shares outstanding or deemed outstanding, comprising (i) 11,475,049 shares
of Common Stock outstanding on August 13, 2018, the settlement date for the Issuer’s IPO, as reported by the Issuer in its
final prospectus dated August 9, 2018, plus (ii) 967,983 shares issuable upon exchange of Units of Vaccinex Products LP owned
directly by FCMI plus (iii) 1,180,051 shares are issuable upon exchange of Units of VX3 (DE) LP owned directly by FCMI Parent.
The following table shows the number of shares of Common Stock and the percentage of the Issuer’s Common Stock directly
owned and beneficially owned by each Filing Person:
Name
|
|
Shares
Directly
Owned
|
|
|
Percentage
Directly
Owned
|
|
|
Shares
Owned
Beneficially
|
|
|
Percentage
Owned
Beneficially
|
|
PABTL
|
|
|
37,633
|
|
|
|
0.3
|
%
|
|
|
37,633
|
1
|
|
|
0.3
|
%
|
FCMI
|
|
|
967,983
|
2
|
|
|
7.1
|
%
|
|
|
1,005,616
|
3
|
|
|
7.4
|
%
3
|
FCMI Parent
|
|
|
6,412,814
|
4
|
|
|
47.1
|
%
|
|
|
7,418,430
|
5
|
|
|
54.5
|
%
5
|
G-M Fund
|
|
|
583,333
|
6
|
|
|
4.3
|
%
|
|
|
583,333
|
6
|
|
|
4.3
|
%
6
|
FMG
|
|
|
-0-
|
6
|
|
|
-0-
|
%
|
|
|
583,333
|
6
|
|
|
4.3
|
%
6
|
Albert Friedberg
|
|
|
439,555
|
|
|
|
3.2
|
%
|
|
|
8,441,318
|
7
|
|
|
62.0
|
%
7
|
|
1
|
All
such shares are owned of record directly by PABTL. See “Beneficial Ownership of
Shares Under PABTL Pledge Arrangements” below.
|
|
2
|
All
such 967,983 shares are issuable upon exchange of Units of Vaccinex Products LP owned
directly by FCMI. See “Exchangeable Partnership Units - Vaccinex Products”
in Item 6 below.
|
|
3
|
Includes
967,983 shares issuable upon exchange of Units of Vaccinex Products LP owned directly
by FCMI and 37,633 shares owned directly by PABTL.
|
|
4
|
Includes
5,232,763 shares owned directly by FCMI Parent (of which 444,294 shares were acquired
prior to the Issuer’s IPO) and 1,180,051 shares issuable upon exchange of Units
of VX3 (DE) LP owned directly by FCMI Parent. See “Exchangeable Partnership Units
- VX3” in Item 6 below.
|
|
5
|
Includes
6,412,814 shares owned directly by FCMI Parent (including 1,180,051 shares issuable upon
exchange of Units of VX3 (DE) LP owned directly by FCMI Parent), 967,983 shares issuable
upon exchange of Units of Vaccinex Products LP owned directly by FCMI, and 37,633 shares
owned directly by PABTL.
|
|
6
|
All
such 583,333 shares are owned by G-M Fund. Voting and dispositive power over the shares
held by G-M Fund are exercisable by FMG, the investment manager of G-M Fund.
|
|
7
|
Includes
37,633 shares owned directly by PABTL, 967,983 shares issuable upon exchange of Units
of Vaccinex Products LP owned directly by FCMI, 6,412,814 shares owned directly by FCMI
Parent (including 1,180,051 shares issuable upon exchange of Units of VX3 (DE) LP owned
directly by FCMI Parent), 583,333 shares owned directly by G-M Fund, and 439,555 shares
owned directly by Mr. Friedberg.
|
All shares
reported as beneficially owned by the Filing Persons are presently outstanding, other than (i) 967,983 shares are issuable upon
exchange of Units of Vaccinex Products LP owned directly by FCMI and (ii) 1,180,051 shares are issuable upon exchange of Units
of VX3 (DE) LP owned directly by FCMI Parent. Mr. Friedberg, directly and through his control over FCMI Parent shares held by
members of his family and trusts for the benefit of members of his family, may be considered the beneficial owner of all of the
Common Stock beneficially owned by FCMI Parent. By virtue of his control of FCMI Parent, Mr. Friedberg also may be deemed to possess
voting and dispositive power over the shares owned directly by its wholly-owned subsidiaries, FCMI and PABTL. By virtue of his
control of FMG, which exercises voting and dispositive power over the shares owned directly by G-M Fund, Mr. Friedberg also may
be deemed to possess voting and dispositive power over the shares owned by G-M Fund.
Beneficial
Ownership of Shares Under PABTL Pledge Arrangements
. The 37,633 shares owned of record directly by PABTL, as shown in the
table above, are held by PABTL pursuant to pledge arrangements to secure the advances by PABTL used to purchase the Issuer’s
Series A Convertible Preferred Stock described in Item 3, above. Such 37,633 shares include 807 shares and 1,917 shares, respectively,
held as collateral security for advances made to Daniel Gordon and Enrique Zauderer.
Under the terms of the security arrangements,
all such shares are registered in the name of PABTL and the loans from PABTL are not prepayable until consummation of an initial
public offering by the Issuer. Because the Issuer has completed the IPO, Messrs. Gordon and Zauderer (as well as the other recipients
of advances from PABTL) are now entitled to prepay their respective loans from PABTL and to cause their shares to be released
to them. By virtue of their presently exercisable right to cause the shares to be released from their pledges to PABTL and to
acquire outright ownership of such shares, each of Mr. Gordon and Mr. Zauderer may be deemed to have beneficial ownership of 807
shares and 1,917 shares, respectively, of the Issuer’s Common Stock registered in PABTL’s name. Except for (i) the
Common Stock beneficially owned by Mr. Friedberg and (ii) the shares pledged to PABTL by Messrs. Gordon and Zauderer and now beneficially
owned by them, none of the directors or officers of any of the Filing Persons beneficially owns any Common Stock.
The
following table sets forth certain information with regard to transactions in the Issuer’s Common Stock effected by the
Filing Persons during the 60-day period preceding the date of this Schedule 13D. All such transactions were effected on August
13, 2018, the settlement date for the Issuer’s IPO. All acquisitions of Common Stock made for cash were made at a purchase
price of $12.00 per share, the public offering price in the Issuer’s IPO.
Filing Person
|
|
Nature of Transaction
|
|
No. of
Shares
Acquired
|
|
PABTL
|
|
Conversion of 376,334 shares of Series A Convertible Preferred Stock
|
|
|
37,633
|
1
|
FCMI Parent
|
|
Conversion of 5,005,755 shares of Series A Convertible Preferred Stock
|
|
|
500,750
|
|
FCMI Parent
|
|
Conversion of 3,655,595 shares of Series B Convertible Preferred Stock
|
|
|
599,957
|
|
FCMI Parent
|
|
Conversion of 2,041,477 shares of Series B1 Convertible Preferred Stock
|
|
|
204,145
|
|
FCMI Parent
|
|
Conversion of 3,877,641 shares of Series B2 Convertible Preferred Stock
|
|
|
480,822
|
|
FCMI Parent
|
|
Conversion of 6,836,890 shares of Series D Convertible Preferred Stock
|
|
|
683,681
|
|
FCMI Parent
|
|
Purchase for cash
|
|
|
1,875,000
|
|
G-M Fund
|
|
Purchase for cash
|
|
|
583,333
|
|
Albert Friedberg
|
|
Conversion of 4,395,604 shares of Series D Convertible Preferred Stock
|
|
|
439,555
|
|
|
1
|
See
“Beneficial Ownership of Shares Under PABTL Pledge Arrangements,” above.
|
Except
as set forth in the preceding table, none of the Filing Persons and, to their knowledge, none of their respective directors or
officers has effected any transactions in the Issuer’s Common Stock in the 60 days preceding the filing of this Schedule
13D.
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with respect to Securities of the Issuer
|
Exchangeable
Partnership Units
Vaccinex
Products
FCMI
holds limited partnership units in Vaccinex Products LP (“Vaccinex Products”), a partnership that holds license rights
for certain therapeutic monoclonal antibodies under development by the Issuer in certain indications. The Issuer is currently
an 80% owner and the sole general partner of Vaccinex Products. Vaccinex Products, the Issuer and the noncontrolling investors
in Vaccinex Products, including FCMI and FCMI Parent, are parties to an amended exchange agreement pursuant to which each noncontrolling
investor has the option, at any time, to exchange all, but not less than all, of its Vaccinex Products units on a 1-for-10 basis
into shares of Common Stock. The exchange agreement also provides that in the event FCMI exercises its option to exchange all,
but not less than all, of its Vaccinex Products LP units for shares of Common Stock, it would trigger the exchange of all Vaccinex
Products units held by the other noncontrolling investors for Common Stock. Further, under the exchange agreement, the Issuer
has a right to require the exchange of all units held by the noncontrolling investors for shares of Common Stock at any time on
or after October 24, 2019 and under certain additional circumstances, including the Issuer entering into a transaction such as
a sale, merger or consolidation such that the Common Stock is or will be sold or exchanged for cash and/or marketable securities.
VX3
In November
2017, the Issuer entered into a license agreement (the “VX3 License Agreement”), with VX3 (DE) LP (“VX3”),
which was formed in October 2017 by a group of Canadian investors including FCMI Parent. Under the VX3 License Agreement, the
Issuer granted VX3 the license to use, make, have made, sell, offer and import VX15, a lead product candidate of the Issuer, for
the treatment of Huntington’s disease in the U.S. and Canada. On August 13, 2018, the Issuer entered into an exchange agreement
providing each VX3 partner with the right to exchange all, but not less than all, of its partnership interests in VX3 for shares
of Common Stock. The exchange agreement provides that in the event FCMI Parent exercises its option to exchange its VX3 partnership
interests for Common Stock, it would trigger the exchange of all VX3 partnership interests for shares of Common Stock. Further,
under the exchange agreement, the Issuer has a right to require the exchange of all partnership interests in VX3 for shares of
Common Stock at any time after the fifth anniversary of the exchange agreement, and certain additional circumstances, including
the Issuer entering into a transaction such as a sale, merger or consolidation such that the Common Stock is or will be sold or
exchanged for cash and/or marketable securities.
Registration
Rights
Piggy-back
Registration Rights - FCMI Parent and Mr. Friedberg
Pursuant
to subscription agreements for the purchase of the Issuer’s Series D entered into by FCMI Parent in 2016 and by Mr. Friedberg
in 2017 in connection with their purchases of the Issuer’s Series D Redeemable Convertible Preferred Stock, FCMI Parent
and Mr. Friedberg were each granted certain “piggyback” registration rights, entitling them to include their shares
of Common Stock in a registration filed by the Issuer, subject to certain marketing limitations. At the date of this Schedule
13D, such registration rights are applicable to (i) the Common Stock issued to FCMI Parent upon its conversion of the Issuer’s
Series A, Series B, Series B-1, Series B-2 and Series D preferred stock, (ii) the Common Stock purchased by FCMI Parent in the
IPO, and (iii) the Common Stock issued to Mr. Friedberg upon his conversion of the Issuer’s Series D Preferred Stock. Such
rights would also be applicable to any Common Stock acquired by FCMI Parent in exchange for its units in VX3, as described above.
The piggy-back registration rights become exercisable from the time the Issuer completes a “Qualified Public Offering”
(as defined in the restated series of designation for the Issuer’s Series D Preferred Stock which, after the Issuer’s
one for 10 reverse stock split requires,
inter alia
, a minimum public offering price of $50 per share and gross proceeds
to the Issuer of $30 million). From the time these rights become exercisable until the earlier of such time that all of the registrable
shares (i) have been sold to third parties or (ii) cease to be restricted securities pursuant to Rule 144 of the Securities Act,
the must notify the holders of all registrable shares of any filing of a registration statement covering any of the Issuer’s
securities. Upon a holder’s written request, the Issuer must include all or a portion of the holder’s shares of Common
Stock in the registration. FCMI Parent and Mr. Friedberg will not pay any expenses in connection with the registration other than
fees of their own counsel and any applicable underwriting discounts and/or commissions.
Other
Registration Rights - Demand Registration Rights
Pursuant
to a First Amended and Restated Investor Rights Agreement entered into in 2003, commencing 180 day from August 9, 2018, Pan Atlantic
may demand that the Issuer file a registration statement or request that the Issuer cover its shares by a registration statement
that the Issuer otherwise files, as described below.
Holders
of at least a majority of the registrable shares under the Investor Rights Agreement may request that the Issuer register all
or a portion of their shares of Common Stock for sale under the Securities Act. subject to certain conditions In addition, when
the Issuer is eligible for the use of Form S-3, or any successor form, holders of at least a majority of such registrable shares
may request that the Issuer register all or a portion of their shares of Common Stock for sale under the Securities Act on Form
S-3, or any successor form, so long as the aggregate price to the public in connection with any such offering is at least $5.0
million. In the event that any registration in which the holders of registrable shares participate is an underwritten public offering,
the number of registrable shares to be included may, in specified circumstances, be limited due to market conditions. The demand
and Form S-3 registration rights will expire three years after they become exercisable.
Other
Registration Rights - Incidental Registration Rights
In addition,
if in the future the Issuer registers any shares of Common Stock, Pan Atlantic may be entitled to “piggyback” registration
rights and may include all or a portion of its shares of Common Stock in the registration. If the number of registrable shares
to be included is limited due to market conditions, Pan Atlantic will be subject to will have pari passu cutback rights.
Lock-up
Agreements
Mr. Friedberg
and FCMI Parent, together with the Issuer and other holders of substantially all of the Common Stock outstanding on August 9,
2018, have agreed with the underwriters of the IPO that, for a period of 180 days following August 9, 2018, the Issuer or such
stockholders will not offer, sell, contract to sell, pledge, grant any stock option to purchase, make any short sale or otherwise
dispose of any shares of Common Stock, or any stock options or warrants to purchase any shares of Common Stock, or any securities
convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or later acquired,
owned directly or with respect to which the Issuer or such stockholders have beneficial ownership within the meaning of the rules
and regulations of the SEC, subject to specified exceptions. The underwriters may, in their sole discretion, at any time without
prior notice, release all or any portion of the shares from the restrictions in any such agreement.
The foregoing
descriptions of the exchange agreements, the registration rights granted under the subscription agreements, the investor rights
agreement, and the lock-up agreements are qualified, in each case, by the full text of such documents, which have been filed or
incorporated by reference as exhibits to this Schedule 13D.
Item 7.
|
Materials to be
Filed as Exhibits
|
The following
documents are filed as exhibits to this Schedule 13D:
Exhibit
|
Document
|
|
|
99.1
|
Joint Filing Agreement
among the Filing Persons
|
|
|
99.2
|
Amended and Restated
Exchange Agreement dated October 24, 2014, by and among the Issuer, FCMI Financial Corporation, FCMI Parent Co. and the other
parties listed therein (incorporated by reference to Exhibit 10.15 to the Issuer’s Registration Statement on Form S-1,
Registration No. 333-226103).
|
|
|
99.3
|
Form of Exchange Agreement
dated August 13, 2018 by and among the Issuer, VX3 (DE) LP, FCMI Parent Co. and the other parties listed therein (incorporated
by reference to Exhibit A to the Agreement dated March 16, 2018 by and among the Issuer, VX3 (DE) LP, VX3 Inc., and each of
the other parties thereto filed as Exhibit 10.22 to the Issuer’s Registration Statement on Form S-1, Registration No.
333-226103)
|
|
|
99.4
|
First Amended and
Restated Investor Rights Agreement, dated August 22, 2003, by and among the Issuer and the parties thereto, including Pan
Atlantic Bank and Trust Limited (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement on
Form S-1, Registration No. 333-226103).
|
|
|
99.5
|
Excerpt from Series
D Convertible Preferred Stock Subscription Agreement dated July 15, 2016 setting forth registration rights held
by FCMI Parent Co.
|
|
|
99.6
|
Excerpt from Series
D Convertible Preferred Stock Subscription Agreement dated May 22, 2017 setting forth registration rights held
by Albert Friedberg
|
|
|
99.7
|
Lock-up Agreement
executed by FCMI Parent Co.
|
|
|
99.8
|
Lock-up Agreement
executed by Albert Friedberg
|
Signatures
After reasonable
inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated:
August 24, 2018
|
|
|
|
FCMI PARENT CO.
|
|
|
|
|
By:
|
/s/ Dan
Scheiner
|
|
Name:
|
Dan Scheiner
|
|
Title:
|
Vice President
|
|
|
|
|
FCMI FINANCIAL CORPORATION
|
|
|
|
|
By:
|
/s/ Dan
Scheiner
|
|
Name:
|
Dan Scheiner
|
|
Title:
|
Vice President
|
|
|
|
|
PAN ATLANTIC BANK AND TRUST
LIMITED
|
|
|
|
|
By:
|
/s/ Robert
Bourque
|
|
Name:
|
Robert Bourque
|
|
Title:
|
Managing Director
|
|
|
|
|
FRIEDBERG
GLOBAL-MACRO HEDGE FUND LTD.
|
|
|
|
By:
|
/s/ Albert
D. Friedberg
|
|
Name:
|
Albert
D. Friedberg
|
|
Title:
|
Director
|
|
|
|
|
FRIEDBERG
MERCANTILE GROUP LTD.
|
|
|
|
|
By:
|
/s/
Albert D. Friedberg
|
|
Name:
|
Albert
D. Friedberg
|
|
Title:
|
Director
|
|
|
|
|
ALBERT
D. FRIEDBERG, individually
|
|
|
|
|
/s/
Albert D. Friedberg
|
|
Name:
|
Albert D. Friedberg
|