Form 4 - Statement of changes in beneficial ownership of securities

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^*

Morales Mallory

(Last)

(First)

(Middle)

C/O IMMUNEERING CORPORATION

245 MAIN STREET, SECOND FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Immuneering Corp [ IMRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$6.33	05/21/2024		D⁽¹⁾			10,000	⁽²⁾	08/11/2032	Class A Common Stock	10,000	$0⁽¹⁾	0	D
Stock Option	$3.01	05/21/2024		A⁽¹⁾		10,000		⁽²⁾	08/11/2032	Class A Common Stock	10,000	$0⁽¹⁾	10,000	D
Stock Option	$9.66	05/21/2024		D⁽¹⁾			23,850	⁽³⁾	02/10/2032	Class A Common Stock	23,850	$0⁽¹⁾	0	D
Stock Option	$3.01	05/21/2024		A⁽¹⁾		23,850		⁽³⁾	02/10/2032	Class A Common Stock	23,850	$0⁽¹⁾	23,850	D
Stock Option	$5.41	05/21/2024		D⁽¹⁾			5,000	⁽⁴⁾	06/30/2032	Class A Common Stock	5,000	$0⁽¹⁾	0	D
Stock Option	$3.01	05/21/2024		A⁽¹⁾		5,000		⁽⁴⁾	06/30/2032	Class A Common Stock	5,000	$0⁽¹⁾	5,000	D
Stock Option	$9.55	05/21/2024		D⁽¹⁾			15,000	⁽⁵⁾	06/13/2033	Class A Common Stock	15,000	$0⁽¹⁾	0	D
Stock Option	$3.01	05/21/2024		A⁽¹⁾		15,000		⁽⁵⁾	06/13/2033	Class A Common Stock	15,000	$0⁽¹⁾	15,000	D
Stock Option	$6.09	05/21/2024		D⁽¹⁾			60,500	⁽⁶⁾	02/08/2034	Class A Common Stock	60,500	$0⁽¹⁾	0	D
Stock Option	$3.01	05/21/2024		A⁽¹⁾		60,500		⁽⁶⁾	02/08/2034	Class A Common Stock	60,500	$0⁽¹⁾	60,500	D
Stock Option	$4.25	05/21/2024		D⁽¹⁾			72,000	⁽⁷⁾	02/15/2033	Class A Common Stock	72,000	$0⁽¹⁾	0	D
Stock Option	$3.01	05/21/2024		A⁽¹⁾		72,000		⁽⁷⁾	02/15/2033	Class A Common Stock	72,000	$0⁽¹⁾	72,000	D

Explanation of Responses:

1. On May 21, 2024, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced to an exercise price of $3.01 per share. Under the terms of the Repricing, unless there is a change of control of the Issuer, the exercise price for the repriced options will revert to the original exercise price of the option if, prior to June 30, 2025, the Reporting Person: (i) is terminated by the Issuer for cause or resigns from the Issuer, except by reason of death or disability; or (ii) elects to exercise the repriced options. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

2. This option is fully vested.

3. The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2022, and will be fully vested and exercisable on January 1, 2026.

4. The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on July 31, 2022, and will be fully vested and exercisable on June 30, 2026.

5. The option vests and becomes exercisable (subject to continued service to the Issuer through the applicable vesting date) in forty-eight (48) equal monthly installments following the vesting commencement date of July 1, 2023, and will be fully vested and exercisable on July 1, 2027.

6. The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2024, and will be fully vested and exercisable on January 1, 2028.

7. The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2023, and will be fully vested and exercisable on January 1, 2027.

Remarks:

	/s/ Michael D. Bookman, Attorney-in-Fact for Mallory Morales	05/23/2024
	** 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).
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