0001628280-24-024950.txt : 20240523 0001628280-24-024950.hdr.sgml : 20240523 20240523161810 ACCESSION NUMBER: 0001628280-24-024950 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: Morales Mallory CENTRAL INDEX KEY: 0001941795 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40675 FILM NUMBER: 24978524 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_1716495475.xml FORM 4 X0508 4 2024-05-21 0 0001790340 Immuneering Corp IMRX 0001941795 Morales Mallory C/O IMMUNEERING CORPORATION 245 MAIN STREET, SECOND FLOOR CAMBRIDGE MA 02142 0 1 0 0 Chief Accounting Officer 0 Stock Option 6.33 2024-05-21 4 D 0 10000 0 D 2032-08-11 Class A Common Stock 10000 0 D Stock Option 3.01 2024-05-21 4 A 0 10000 0 A 2032-08-11 Class A Common Stock 10000 10000 D Stock Option 9.66 2024-05-21 4 D 0 23850 0 D 2032-02-10 Class A Common Stock 23850 0 D Stock Option 3.01 2024-05-21 4 A 0 23850 0 A 2032-02-10 Class A Common Stock 23850 23850 D Stock Option 5.41 2024-05-21 4 D 0 5000 0 D 2032-06-30 Class A Common Stock 5000 0 D Stock Option 3.01 2024-05-21 4 A 0 5000 0 A 2032-06-30 Class A Common Stock 5000 5000 D Stock Option 9.55 2024-05-21 4 D 0 15000 0 D 2033-06-13 Class A Common Stock 15000 0 D Stock Option 3.01 2024-05-21 4 A 0 15000 0 A 2033-06-13 Class A Common Stock 15000 15000 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 Stock Option 4.25 2024-05-21 4 D 0 72000 0 D 2033-02-15 Class A Common Stock 72000 0 D Stock Option 3.01 2024-05-21 4 A 0 72000 0 A 2033-02-15 Class A Common Stock 72000 72000 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. This option is fully vested. The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2022, and will be fully vested and exercisable on January 1, 2026. The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on July 31, 2022, and will be fully vested and exercisable on June 30, 2026. The option vests and becomes exercisable (subject to continued service to the Issuer through the applicable vesting date) in forty-eight (48) equal monthly installments following the vesting commencement date of July 1, 2023, and will be fully vested and exercisable on July 1, 2027. 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. The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2023, and will be fully vested and exercisable on January 1, 2027. /s/ Michael D. Bookman, Attorney-in-Fact for Mallory Morales 2024-05-23