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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Frieberg Jacob B.

(Last) (First) (Middle)
C/O VACCINEX, INC.
1895 MOUNT HOPE AVENUE

(Street)
ROCHESTER NY 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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 4,235 D
Common Stock 6,301 I By Benbow Estates, Ltd.(1)
Common Stock 12,870 I By Gee Eff Services Limited(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $204 (3) 09/15/2027 Common Stock 6,396 6,396 D
Stock Option (Right to Buy) $78.9 (3) 03/30/2029 Common Stock 2,501 2,501 D
Stock Option (Right to Buy) $116.7 (3) (4) Common Stock 7,718 7,718 D
Stock Option (Right to Buy) $82.8 (3) 06/29/2029 Common Stock 2,385 2,385 D
Stock Option (Right to Buy) $107.55 (3) 09/27/2029 Common Stock 1,856 1,856 D
Stock Option (Right to Buy) $72.75 (3) 12/28/2029 Common Stock 2,737 2,737 D
Stock Option (Right to Buy) $60 (3) 03/29/2030 Common Stock 3,336 3,336 D
Stock Option (Right to Buy) $59.25 (3) (5) Common Stock 15,679 15,679 D
Stock Option (Right to Buy) $54.15 (3) 06/28/2030 Common Stock 3,756 3,756 D
Stock Option (Right to Buy) $26.7 (3) 09/28/2030 Common Stock 7,626 7,626 D
Stock Option (Right to Buy) $31.05 (3) 12/29/2030 Common Stock 6,545 6,545 D
Stock Option (Right to Buy) $44.7 (3) 03/31/2031 Common Stock 4,535 4,535 D
Stock Option (Right to Buy) $32.25 (3) (6) Common Stock 28,586 28,586 D
Stock Option (Right to Buy) $42 (3) 06/28/2031 Common Stock 4,804 4,804 D
Stock Option (Right to Buy) $32.4 (3) 09/28/2031 Common Stock 6,233 6,233 D
Stock Option (Right to Buy) $15.6 (3) 12/29/2031 Common Stock 12,856 12,856 D
Stock Option (Right to Buy) $19.8 (3) 03/28/2032 Common Stock 10,032 10,032 D
Stock Option (Right to Buy) $16.8 (3) (7) Common Stock 53,254 53,254 D
Stock Option (Right to Buy) $16.2 (3) 06/27/2032 Common Stock 12,064 12,064 D
Stock Option (Right to Buy) $7.43 (3) 09/27/2032 Common Stock 26,260 26,260 D
Stock Option (Right to Buy) $9.68 (3) 12/28/2032 Common Stock 19,852 19,852 D
Stock Option (Right to Buy) $5.99 (3) 03/28/2033 Common Stock 32,107 32,107 D
Stock Option (Right to Buy) $6.15 05/11/2024 (8) Common Stock 143,848 143,848 D
Stock Option (Right to Buy) $5.34 06/30/2023 A 2,414 06/30/2023 06/27/2033 Common Stock 2,414 $3.62(9) 2,414 D
Stock Option (Right to Buy) $1.13 09/29/2023 A 11,291 09/29/2023 09/26/2033 Common Stock 11,291 $0.77(10) 11,291 D
Explanation of Responses:
1. 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.
2. Mr. Frieberg is the sole owner and President of Gee Eff Services Limited.
3. Exercisable in full as of the date of this report.
4. This option expires on May 14, 2029 or five years following retirement or cessation of services, whichever occurs first.
5. This option expires on May 12, 2030 or five years following retirement or cessation of services, whichever occurs first.
6. This option expires on May 9, 2031 or five years following retirement or cessation of services, whichever occurs first.
7. This option expires on May 9, 2032 or five years following retirement or cessation of services, whichever occurs first.
8. This option expires on May 8, 2033 or five years following retirement or cessation of services, whichever occurs first.
9. Pursuant to the Issuer's Director Compensation Plan, 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 second quarter of 2023. The number of options was calculated in accordance with the Black-Scholes valuation model and all such options are immediately exercisable.
10. Pursuant to the Issuer's Director Compensation Plan, 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 third quarter of 2023. The number of options was calculated in accordance with the Black-Scholes valuation model and all such options are immediately exercisable.
Remarks:
On September 25, 2023, Vaccinex, Inc. effected a 1-for-15 reverse stock split (the "Reverse Stock Split"). All figures in this Form 4 reflect the Reverse Stock Split.
/s/ Scott E. Royer, Attorney-in-Fact for Jacob B. Frieberg 10/05/2023
** 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.

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