SEC FORM 4

SEC FORM 4 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^*

MANIAN BALA S

(Last)

(First)

(Middle)

C/O VACCINEX, INC.

1895 MOUNT HOPE AVENUE

(Street)

ROCHESTER

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)
05/10/2024

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 (Right to Buy)	$1,633.8							05/15/2020	⁽¹⁾	Common Stock	36		36	D
Stock Option (Right to Buy)	$829.5							05/14/2021	⁽²⁾	Common Stock	74		74	D
Stock Option (Right to Buy)	$451.5							05/11/2022	⁽³⁾	Common Stock	136		136	D
Stock Option (Right to Buy)	$235.2							05/12/2023	⁽⁴⁾	Common Stock	253		253	D
Stock Option (Right to Buy)	$86.1							05/11/2024	⁽⁵⁾	Common Stock	684		684	D
Stock Option (Right to Buy)	$5.75	05/10/2024		A		2,685		05/10/2024	05/10/2034	Common Stock	2,685	$3.96⁽⁶⁾	2,685	D
Stock Option (Right to Buy)	$5.75	05/10/2024		A		10,108		05/10/2025	⁽⁷⁾	Common Stock	10,108	$0	10,108	D

Explanation of Responses:

1. This option expires on May 14, 2029 or five years following retirement or cessation of services, whichever occurs first.

2. This option expires on May 12, 2030 or five years following retirement or cessation of services, whichever occurs first.

3. This option expires on May 9, 2031 or five years following retirement or cessation of services, whichever occurs first.

4. This option expires on May 9, 2032 or five years following retirement or cessation of services, whichever occurs first.

5. This option expires on May 8, 2033 or five years following retirement or cessation of services, whichever occurs first.

6. 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 $10,625 for retainer and meeting fees during the first quarter of 2024. The number of options was calculated in accordance with the Black-Scholes valuation model and all such options are immediately exercisable.

7. This option was granted pursuant to the Company's 2018 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and expires on May 10, 2034 or five years following retirement or cessation of services, whichever occurs first.

Remarks:

All figures in this Form 4 reflect the Issuer's 1-for-15 reverse stock split effected on September 25, 2023 and 1-for-14 reverse stock split effected on February 19, 2024.

	/s/ Maurice Zauderer, Attorney-in-Fact for Bala S. Manian	05/14/2024
	** 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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SEC Form 4 filed by Manian Bala S