SEC FORM 4

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

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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^*

Frieberg Jacob B.

(Last)

(First)

(Middle)

C/O VACCINEX, INC.

1895 MOUNT HOPE AVENUE

(Street)

ROCHESTER

14620

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VACCINEX, INC. [ VCNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022

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

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)
Common Stock								63,519	D
Common Stock								94,510	I	By Benbow Estates, Ltd.⁽¹⁾
Common Stock								193,049	I	By Gee Eff Services Limited⁽²⁾

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)	$13.6							⁽³⁾	09/15/2027	Common Stock	6,396		6,396	D
Stock Option (Right to Buy)	$5.26							⁽³⁾	03/30/2029	Common Stock	2,501		2,501	D
Stock Option (Right to Buy)	$7.78							⁽³⁾	⁽⁴⁾	Common Stock	7,718		7,718	D
Stock Option (Right to Buy)	$5.52							⁽³⁾	06/29/2029	Common Stock	2,385		2,385	D
Stock Option (Right to Buy)	$7.17							⁽³⁾	09/27/2029	Common Stock	1,856		1,856	D
Stock Option (Right to Buy)	$4.85							⁽³⁾	12/28/2029	Common Stock	2,737		2,737	D
Stock Option (Right to Buy)	$4							⁽³⁾	03/29/2030	Common Stock	3,336		3,336	D
Stock Option (Right to Buy)	$3.95							⁽³⁾	⁽⁵⁾	Common Stock	15,679		15,679	D
Stock Option (Right to Buy)	$3.61							⁽³⁾	06/28/2030	Common Stock	3,756		3,756	D
Stock Option (Right to Buy)	$1.78							⁽³⁾	09/28/2030	Common Stock	7,626		7,626	D
Stock Option (Right to Buy)	$2.07							⁽³⁾	12/29/2030	Common Stock	6,545		6,545	D
Stock Option (Right to Buy)	$2.98							⁽³⁾	03/31/2031	Common Stock	4,535		4,535	D
Stock Option (Right to Buy)	$2.15							⁽³⁾	⁽⁶⁾	Common Stock	28,586		28,586	D
Stock Option (Right to Buy)	$2.8							⁽³⁾	06/28/2031	Common Stock	4,804		4,804	D
Stock Option (Right to Buy)	$2.16							⁽³⁾	09/28/2031	Common Stock	6,233		6,233	D
Stock Option (Right to Buy)	$1.04							⁽³⁾	12/29/2031	Common Stock	12,856		12,856	D
Stock Option (Right to Buy)	$1.32							⁽³⁾	03/28/2032	Common Stock	10,032		10,032	D
Stock Option (Right to Buy)	$1.12							05/12/2023	⁽⁷⁾	Common Stock	53,254		53,254	D
Stock Option (Right to Buy)	$1.08							⁽³⁾	06/27/2032	Common Stock	12,064		12,064	D
Stock Option (Right to Buy)	$0.495							⁽³⁾	09/27/2032	Common Stock	26,260		26,260	D
Stock Option (Right to Buy)	$0.645	12/31/2022		A		19,852		12/31/2022	12/28/2032	Common Stock	19,852	$0.44⁽⁸⁾	19,852	D

Explanation of Responses:

1. Mr. Frieberg's spouse is the owner of Benbow Estates, Ltd. and Mr. Frieberg is an officer of Benbow Estates, Ltd. Mr. Frieberg disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. Mr. Frieberg is the sole owner and President of Gee Eff Services Limited.

3. Exercisable in full as of the date of this report.

4. This option expires on May 14, 2029 or five years following retirement or cessation of services, whichever occurs first.

5. This option expires on May 12, 2030 or five years following retirement or cessation of services, whichever occurs first.

6. This option expires on May 9, 2031 or five years following retirement or cessation of services, whichever occurs first.

7. This option expires on May 9, 2032 or five years following retirement or cessation of services, whichever occurs first.

8. Pursuant to the Issuer's Director Compensation Plan, in a transaction exempt under Rule 16b-3, the reporting person elected to receive these options in lieu of $8,750 for retainer and meeting fees during the fourth quarter of 2022. The number of options was calculated in accordance with the Black-Scholes valuation model and all such options are immediately exercisable.

	/s/ Scott E. Royer, Attorney-in-Fact for Jacob B. Frieberg	01/04/2023
	** 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.
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SEC Form 4 filed by Frieberg Jacob B.