Statement of Changes in Beneficial Ownership (4)
December 07 2022 - 04:31PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
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hours per response... 0.5 |
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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 * Zauderer Maurice |
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 |
(Last)
(First)
(Middle)
C/O VACCINEX, INC., 1895 MOUNT HOPE AVENUE |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/6/2022
|
(Street)
ROCHESTER, NY 14620
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
12/6/2022 |
|
W |
V |
3988 |
A |
$0 |
181736 |
D |
|
Common Stock |
|
|
|
|
|
|
|
213209 |
I |
By Jeremy C. Zauderer Trust (1) |
Common Stock |
|
|
|
|
|
|
|
212161 |
I |
By Jordan M. Zauderer Trust (1) |
Common Stock |
|
|
|
|
|
|
|
4410984 |
I |
By Vaccinex (Rochester), L.L.C. (2) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Stock Option (Right to Buy) |
$14.90 |
|
|
|
|
|
|
(3) |
3/31/2024 |
Common Stock |
2589 |
|
2589 |
D |
|
Stock Option (Right to Buy) |
$14.90 |
|
|
|
|
|
|
(3) |
6/30/2024 |
Common Stock |
2589 |
|
2589 |
D |
|
Stock Option (Right to Buy) |
$7.10 |
|
|
|
|
|
|
(3) |
12/23/2025 |
Common Stock |
3325 |
|
3325 |
D |
|
Stock Option (Right to Buy) |
$4.29 |
|
|
|
|
|
|
(4) |
3/14/2024 |
Common Stock |
20000 |
|
20000 |
D |
|
Stock Option (Right to Buy) |
$6.68 |
|
|
|
|
|
|
(5) |
2/24/2025 |
Common Stock |
28400 |
|
28400 |
D |
|
Stock Option (Right to Buy) |
$2.93 |
|
|
|
|
|
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(6) |
4/2/2031 |
Common Stock |
14000 |
|
14000 |
D |
|
Stock Option (Right to Buy) |
$1.29 |
|
|
|
|
|
|
(7) |
4/1/2032 |
Common Stock |
28000 |
|
28000 |
D |
|
Explanation of
Responses: |
(1) |
Dr. 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) |
Dr. 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) |
Exercisable in full as of
the date of this report. |
(4) |
This option was granted
under the Company's 2018 Omnibus Incentive Plan in a transaction
exempt under Rule 16b-3 and, except as otherwise provided in the
award notice, vests one-fourth on each of the first four
anniversaries of the March 15, 2019 grant date. |
(5) |
This option was granted
under the Company's 2018 Omnibus Incentive Plan in a transaction
exempt under Rule 16b-3 and, except as otherwise provided in the
award notice, vests one-fourth on each of the first four
anniversaries of the February 25, 2020 grant date. |
(6) |
This option was granted
under the Company's 2018 Omnibus Incentive Plan in a transaction
exempt under Rule 16b-3 and, except as otherwise provided in the
award notice, vests one-fourth on each of the first four
anniversaries of the April 2, 2021 grant date. |
(7) |
This option was granted
under the Company's 2018 Omnibus Incentive Plan in a transaction
exempt under Rule 16b-3 and, except as otherwise provided in the
award notice, vests one-fourth on each of the first four
anniversaries of the April 1, 2022 grant date. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Zauderer Maurice
C/O VACCINEX, INC.
1895 MOUNT HOPE AVENUE
ROCHESTER, NY 14620 |
X |
X |
President and CEO |
|
Signatures
|
/s/ Scott E. Royer, Attorney-in-Fact for Maurice
Zauderer |
|
12/7/2022 |
**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 control number. |
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