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*
Zauderer Maurice

(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 X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12,116 D
Common Stock 14,214 I By Jeremy C. Zauderer Trust(1)
Common Stock 14,145 I By Jordan M. Zauderer Trust(1)
Common Stock 10/03/2023 P 500,000 A $1 979,599(2) I By Vaccinex (Rochester), L.L.C.(2)
Common Stock 10/03/2023 P 5,000 A $0.93(3) 17,116 D
Common Stock 10/04/2023 P 5,000 A $0.973(4) 22,116 D
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
Warrant (Right to Buy) $1 10/03/2023 P 500,000 10/03/2023 10/03/2028 Common Stock 500,000 $1 500,000 I By Vaccinex (Rochester), L.L.C.(2)
Stock Option (Right to Buy) $223.5 (5) 03/31/2024 Common Stock 172 172 D
Stock Option (Right to Buy) $223.5 (5) 06/30/2024 Common Stock 172 172 D
Stock Option (Right to Buy) $106.5 (5) 12/23/2025 Common Stock 221 221 D
Stock Option (Right to Buy) $64.35 (5) 03/14/2024 Common Stock 1,333 1,333 D
Stock Option (Right to Buy) $100.2 (6) 02/24/2025 Common Stock 1,893 1,893 D
Stock Option (Right to Buy) $43.95 (7) 04/02/2031 Common Stock 933 933 D
Stock Option (Right to Buy) $19.35 (8) 04/01/2032 Common Stock 1,866 1,866 D
Stock Option (Right to Buy) $6.59 (9) 03/30/2028 Common Stock 3,733 3,733 D
1. Name and Address of Reporting Person*
Zauderer Maurice

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

(Street)
ROCHESTER NY 14620

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vaccinex (Rochester), L.L.C.

(Last) (First) (Middle)
44 WOODLAND ROAD

(Street)
PITTSFORD NY 14534

(City) (State) (Zip)
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. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.9265 to $0.9399, inclusive. Mr. Zauderer undertakes to provide Vaccinex, Inc., any security holder of Vaccinex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
4. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.9501 to $0.9898, inclusive. Mr. Zauderer undertakes to provide Vaccinex, Inc., any security holder of Vaccinex, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
5. Exercisable in full as of the date of this report.
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 February 25, 2020 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 2, 2021 grant date.
8. 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.
9. 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 31, 2023 grant date.
Remarks:
On September 25, 2023, Vaccinex, Inc. effected a 1-for-15 reverse stock split (the "Reverse Stock Split"). The figures in this Form 4 reflect the Reverse Stock Split.
/s/ Scott E. Royer, Attorney-in-Fact for Maurice Zauderer 10/05/2023
Vaccinex (Rochester) L.L.C., By: /s/ Maurice Zauderer, President 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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