0001628280-24-024943.txt : 20240523
0001628280-24-024943.hdr.sgml : 20240523
20240523161549
ACCESSION NUMBER: 0001628280-24-024943
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240521
FILED AS OF DATE: 20240523
DATE AS OF CHANGE: 20240523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brakewood Harold Eugene
CENTRAL INDEX KEY: 0001969578
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40675
FILM NUMBER: 24978424
MAIL ADDRESS:
STREET 1: C/O IMMUNEERING CORPORATION
STREET 2: 245 MAIN STREET, SECOND FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Immuneering Corp
CENTRAL INDEX KEY: 0001790340
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 245 MAIN STREET, SECOND FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
BUSINESS PHONE: 617-500-8080
MAIL ADDRESS:
STREET 1: 245 MAIN STREET, SECOND FLOOR
CITY: CAMBRIDGE
STATE: MA
ZIP: 02142
4
1
wk-form4_1716495333.xml
FORM 4
X0508
4
2024-05-21
0
0001790340
Immuneering Corp
IMRX
0001969578
Brakewood Harold Eugene
C/O IMMUNEERING CORPORATION
245 MAIN STREET, SECOND FLOOR
CAMBRIDGE
MA
02142
0
1
0
0
Chief Business Officer
0
Stock Option
9.71
2024-05-21
4
D
0
165000
0
D
2033-03-31
Class A Common Stock
165000
0
D
Stock Option
3.01
2024-05-21
4
A
0
165000
0
A
2033-03-31
Class A Common Stock
165000
165000
D
Stock Option
6.09
2024-05-21
4
D
0
60500
0
D
2034-02-08
Class A Common Stock
60500
0
D
Stock Option
3.01
2024-05-21
4
A
0
60500
0
A
2034-02-08
Class A Common Stock
60500
60500
D
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.
The option vests and becomes exercisable as to 25% of the underlying shares on January 23, 2024 and then in equal monthly installments over the subsequent three years, subject to Mr. Brakewood's continued employment through each applicable vesting date.
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.
/s/ Michael D. Bookman, Attorney-in-Fact for Harold E. Brakewood
2024-05-23