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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OELKE MATHIAS

(Last)

(First)

(Middle)

C/O NEXIMMUNE, INC.

9119 GATHER ROAD

(Street)

GAITHERSBURG

20877

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NexImmune, Inc. [ NEXI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)	$0.41	04/04/2023		A		81,100		⁽¹⁾	04/03/2033	Common Stock	81,100	$0.00	81,100	D
Stock Option (right to buy)	$4.22	04/04/2023		D⁽²⁾			60,000	⁽²⁾	04/04/2032	Common Stock	60,000	⁽²⁾	0	D
Stock Option (right to buy)	$1.23	04/04/2023		A⁽²⁾		21,250		⁽²⁾	04/04/2032	Common Stock	21,250	⁽²⁾	21,250	D
Stock Option (right to buy)	$0.82	04/04/2023		A⁽²⁾		38,750		⁽²⁾	04/04/2032	Common Stock	38,750	⁽²⁾	38,750	D
Stock Option (right to buy)	$17	04/04/2023		D⁽³⁾			19,905	⁽³⁾	02/10/2031	Common Stock	19,905	⁽³⁾	0	D
Stock Option (right to buy)	$1.23	04/04/2023		A⁽³⁾		12,855		⁽³⁾	02/10/2031	Common Stock	12,855	⁽³⁾	12,855	D
Stock Option (right to buy)	$0.82	04/04/2023		A⁽³⁾		7,050		⁽³⁾	02/10/2031	Common Stock	7,050	⁽³⁾	7,050	D
Stock Option (right to buy)	$4.31	04/04/2023		D⁽⁴⁾			31,948	⁽⁴⁾	03/18/2029	Common Stock	31,948	⁽⁴⁾	0	D
Stock Option (right to buy)	$1.23	04/04/2023		A⁽⁴⁾		31,948		⁽⁴⁾	03/18/2029	Common Stock	31,948	⁽⁴⁾	31,948	D
Stock Option (right to buy)	$2.58	04/04/2023		D⁽⁵⁾			4,755	⁽⁵⁾	09/24/2028	Common Stock	4,755	⁽⁵⁾	0	D
Stock Option (right to buy)	$1.23	04/04/2023		A⁽⁵⁾		4,755		⁽⁵⁾	09/24/2028	Common Stock	4,755	⁽⁵⁾	4,755	D
Stock Option (right to buy)	$2.58	04/04/2023		D⁽⁶⁾			115,051	⁽⁶⁾	07/30/2028	Common Stock	115,051	⁽⁶⁾	0	D
Stock Option (right to buy)	$1.23	04/04/2023		A⁽⁶⁾		115,051		⁽⁶⁾	07/30/2028	Common Stock	115,051	⁽⁶⁾	115,051	D
Stock Option (right to buy)	$2.42	04/04/2023		D⁽⁷⁾			47,379	⁽⁷⁾	03/02/2027	Common Stock	47,379	⁽⁷⁾	0	D
Stock Option (right to buy)	$1.23	04/04/2023		A⁽⁷⁾		47,379		⁽⁷⁾	03/02/2027	Common Stock	47,379	⁽⁷⁾	47,379	D
Stock Option (right to buy)	$2.42	04/04/2023		D⁽⁷⁾			15,793	⁽⁷⁾	03/02/2027	Common Stock	15,793	⁽⁷⁾	0	D
Stock Option (right to buy)	$1.23	04/04/2023		A⁽⁷⁾		15,793		⁽⁷⁾	03/02/2027	Common Stock	15,793	⁽⁷⁾	15,793	D

Explanation of Responses:

1. 25% of this option shall vest and become exercisable on April 4, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to Mr. Oelke's continued service to the corporation on each vesting date.

2. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on April 5, 2022, of which 15,000 shares vested, and the remainder of the options will vest in equal monthly installments such that on May 5, 2025, all shares subject to the option shall be vested, subject to Mr. Oelke's continued service on each vesting date.

3. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on February 11, 2021, of which 10,367 shares vested, and the remainder of the options will vest in equal monthly installments such that on February 11, 2025, all shares subject to the option shall be vested, subject to Mr. Oelke's continued service on each vesting date.

4. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on March 19, 2019, of which all of the shares subject to such option have vested.

5. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on September 25, 2018, of which all of the shares subject to such option have vested.

6. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on July 31, 2021, of which all of the shares subject to such option have vested.

7. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on March 3, 2017, of which all of the shares subject to such option have vested.

Remarks:

	/s/ John Rudy, attorney-in-fact	04/06/2023
	** 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.