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).

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

1. Name and Address of Reporting Person^*

Smith Ernest S.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Research & CSO

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2024

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								39	D

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)	$1,491							⁽¹⁾	12/22/2025	Common Stock	193		193	D
Stock Option (Right to Buy)	$1,491							⁽¹⁾	12/23/2025	Common Stock	24		24	D
Stock Option (Right to Buy)	$819							⁽¹⁾	03/14/2029	Common Stock	38		38	D
Stock Option (Right to Buy)	$1,274.7							⁽¹⁾	02/24/2030	Common Stock	38		38	D
Stock Option (Right to Buy)	$615.3							⁽²⁾	04/02/2031	Common Stock	47		47	D
Stock Option (Right to Buy)	$270.9							⁽³⁾	04/01/2032	Common Stock	95		95	D
Stock Option (Right to Buy)	$83.9							⁽⁴⁾	03/30/2033	Common Stock	190		190	D
Stock Option (Right to Buy)	$8.32	03/20/2024		A		1,341		⁽⁵⁾	03/20/2034	Common Stock	1,341	$0	1,341	D

Explanation of Responses:

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

2. This option vests one-fourth on each of the first four anniversaries of the April 2, 2021 grant date, except as otherwise provided in the award notice.

3. This option vests one-fourth on each of the first four anniversaries of the April 1, 2022 grant date, except as otherwise provided in the award notice.

4. This option vests one-fourth on each of the first four anniversaries of the March 31, 2023 grant date, except as otherwise provided in the award notice.

5. This option was granted under the Company's 2018 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests one-fourth on each of the first four anniversaries of the March 20, 2024 grant date.

Remarks:

All figures in this Form 4 reflect the Issuer's 1-for-15 reverse stock split effected on September 25, 2023 and 1-for-14 reverse stock split effected on February 19, 2024.

	/s/ Maurice Zauderer, Attorney-in-Fact for Ernest S. Smith	03/22/2024
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Smith Ernest S.