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