SEC Form 4 · accession 0001123292-18-000928

VACCINEX, INC. · VCNX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Albert Friedberg

Director · 10% Owner

FCMI Parent Co.

10% Owner

Period of report

Aug 13, 2018

Accepted (ET)

Aug 15, 2018 · 4:50 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001205922

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Aug 13, 2018	C	439,555	—	A	439,555	D
Common Stock^F1,F2	Aug 13, 2018	C	37,633	—	A	37,633	I	By Pan-Atlantic Bank & Trust Ltd.
Common Stock^F1,F3	Aug 13, 2018	C	500,570	—	A	944,864	I	By FCMI Parent Co.
Common Stock^F4,F3	Aug 13, 2018	C	599,957	—	A	1,544,821	I	By FCMI Parent Co.
Common Stock^F1,F3	Aug 13, 2018	C	204,145	—	A	1,748,966	I	By FCMI Parent Co.
Common Stock^F5,F3	Aug 13, 2018	C	480,822	—	A	2,229,788	I	By FCMI Parent Co.
Common Stock^F1,F3	Aug 13, 2018	C	683,681	—	A	2,913,469	I	By FCMI Parent Co.
Common Stock^F3	Aug 13, 2018	P	1,875,000	$12.00	A	4,788,469	I	By FCMI Parent Co.
Common Stock^F6	Aug 13, 2018	P	583,333	$12.00	A	583,333	I	By Global Macro Hedge Fund Ltd.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series D Convertible Preferred Stock^F1	—	Aug 13, 2018	C	4,395,604	D	—	—	Common Stock	439,555	0	D
Series A Convertible Preferred Stock^F1,F2	—	Aug 13, 2018	C	376,334	D	—	—	Common Stock	37,633	0	I
Series A Convertible Preferred Stock^F1,F3	—	Aug 13, 2018	C	5,005,755	D	—	—	Common Stock	500,570	0	I
Series B Convertible Preferred Stock^F1,F3,F4	—	Aug 13, 2018	C	3,655,595	D	—	—	Common Stock	599,957	0	I
Series B1 Convertible Preferred Stock^F1,F3	—	Aug 13, 2018	C	2,041,477	D	—	—	Common Stock	204,145	0	I
Series B2 Convertible Preferred Stock^F5,F3	—	Aug 13, 2018	C	3,877,641	D	—	—	Common Stock	480,822	0	I
Series D Convertible Preferred Stock^F1,F3	—	Aug 13, 2018	C	6,836,890	D	—	—	Common Stock	683,681	0	I
Option (Right to Acquire)^F7,F3	—	Aug 13, 2018	J	21,475,000	A	—	—	Common Stock	1,800,051	21,475,000	I

Explanation of responses

F1The reported securities converted into shares of Common Stock on a 1-for-10 basis immediately prior to the consummation of the Issuer's initial public offering.
F2Albert D. Friedberg is the majority owner of Pan Atlantic Bank & Trust Ltd. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F3Mr. Friedberg is the majority owner, a director and the president of FCMI Parent Co. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F4The reported securities converted into shares of Common Stock on a 0.1641-for-1 basis immediately prior to the consummation of the Issuer's initial public offering.
F5The reported securities converted into shares of Common Stock on a 0.124-for-1 basis immediately prior to the consummation of the Issuer's initial public offering.
F6Mr. 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.
F7Partnership interests in VX3 (DE) LP, or VX3, which are exchangeable into shares of Common Stock on a 1-for-0.05495 basis at the holder's option. On August 13, 2018, FCMI Parent Co. entered into an exchange agreement with the Issuer and the other partners of VX3 that provides each VX3 partner the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of Common Stock. The option has no expiration date.