Amended Statement of Beneficial Ownership (3/a)
September 13 2021 - 4:31PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Feinberg Peter |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/29/2021
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3. Issuer Name and Ticker or Trading Symbol
Immuneering Corp [IMRX]
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(Last)
(First)
(Middle)
C/O IMMUNEERING CORPORATION,, 245 MAIN STREET, SECOND FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 7/29/2021
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 123753 | I | See footnote (1) |
Class A Common Stock | 224293 | I | See footnote (2)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option | (3) | 12/15/2029 | Class A Common Stock | 111153 | $3.01 | D | |
Series A Preferred Stock | (4) | (4) | Class A Common Stock | 102926 | (4) | I | See footnote (1) |
Series A Preferred Stock | (4) | (4) | Class A Common Stock | 92509 | (4) | I | See footnote (2) |
Series A Preferred Stock | (4) | (4) | Class A Common Stock | 51462 | (4) | I | See footnote (5) |
Series B Preferred Stock | (4) | (4) | Class A Common Stock | 30646 | (4) | I | See footnote (1) |
Series B Preferred Stock | (4) | (4) | Class A Common Stock | 30646 | (4) | I | See footnote (2) |
Series B Preferred Stock | (4) | (4) | Class A Common Stock | 30646 | (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 |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Feinberg Peter C/O IMMUNEERING CORPORATION, 245 MAIN STREET, SECOND FLOOR CAMBRIDGE, MA 02142 | X |
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Signatures
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/s/ Michael D. Bookman, Attorney-in-Fact for Peter Feinberg | | 9/13/2021 |
**Signature of Reporting Person | Date |
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