Director Friedberg Albert exercised 240,009 shares at a strike of $5.64 (SEC Form 4)
$VCNX
Biotechnology: Pharmaceutical Preparations
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VACCINEX, INC. [ VCNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 2,094 | D | ||||||||
| Common Stock | 180 | I | By Pan Atlantic Holdings Ltd.(1) | |||||||
| Common Stock | 16,724 | I | By Friedberg Global-Macro Hedge Fund Ltd.(2) | |||||||
| Common Stock | 09/18/2024 | M | 214,286 | A | $5.636(4) | 994,910 | I | By FCMI Parent Co.(3) | ||
| Common Stock | 09/18/2024 | M | 25,723 | A | $5.636(5) | 1,020,633 | I | By FCMI Parent Co.(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $5.636(4) | 09/18/2024 | M | 214,286 | 10/03/2023 | 10/03/2028 | Common Stock | 214,286 | $0 | 0 | I | By FCMI Parent Co.(3) | |||
| Warrant (Right to Buy) | $0.001(5) | 09/18/2024 | M | 25,723 | 02/08/2024 | 02/08/2029 | Common Stock | 25,723 | $0 | 92,504 | I | By FCMI Parent Co.(3) | |||
| Warrant (Right to Buy) | $5.636 | 09/18/2024 | A | 653,210 | 09/18/2024 | 09/18/2029 | Common Stock | 653,210 | $0.125 | 653,210 | I | By FCMI Parent Co.(3) | |||
| Warrant (Right to Buy) | $0.001(6) | 03/28/2024 | 03/28/2029 | Common Stock | 102,960 | 102,960 | I | By FCMI Parent Co.(3) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Mr. Friedberg is the majority owner of Pan Atlantic Holdings Ltd. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 2. Mr. Friedberg possesses voting and dispositive power over the reported securities and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 3. Mr. Friedberg is the majority owner, a director and the president of FCMI Parent Co. ("FCMI") and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 4. This warrant was originally reported on Form 4 with an exercise price of $14.00. Pursuant to a warrant inducement agreement by and between the issuer and FCMI dated September 17, 2024 (the "Warrant Inducement Agreement"), the exercise price of this warrant was adjusted to $5.636. |
| 5. This warrant was originally reported on Form 4 with an exercise price of $14.00. Pursuant to the Warrant Inducement Agreement, the exercise price of this warrant was adjusted to $5.636. FCMI partially exercised this warrant for 25,723 shares at an exercise price of $5.636 per share and pre-funded the remaining 92,504 shares at a price of $5.635. The exercise price for the remaining 92,504 shares underlying this warrant was subsequently adjusted to $0.001. |
| 6. This warrant was originally reported on Form 4 with an exercise price of $7.64. Pursuant to the Warrant Inducement Agreement, the exercise price of this warrant was adjusted to $5.636. FCMI pre-funded 102,960 shares underlying this warrant at a price of $5.634 per share and the exercise price was subsequently adjusted to $0.001. |
| /s/ Jill Sanchez, Attorney-in-Fact for Albert D. Friedberg | 09/20/2024 | |
| FCMI Parent Co. By: /s/ Dan Scheiner, Vice President | 09/20/2024 | |
| ** 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). | ||
| 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. | ||