Harold E. Brakewood - May 21, 2024 Form 4 Insider Report for Immuneering Corp (IMRX)

Role
Chief Business Officer
Signature
/s/ Michael D. Bookman, Attorney-in-Fact for Harold E. Brakewood
Stock symbol
IMRX
Transactions as of
May 21, 2024
Transactions value $
$0
Form type
4
Date filed
5/23/2024, 04:15 PM
Previous filing
Mar 25, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IMRX Stock Option Disposed to Issuer $0 -165K -100% $0.00* 0 May 21, 2024 Class A Common Stock 165K $9.71 Direct F1, F2
transaction IMRX Stock Option Award $0 +165K $0.00 165K May 21, 2024 Class A Common Stock 165K $3.01 Direct F1, F2
transaction IMRX Stock Option Disposed to Issuer $0 -60.5K -100% $0.00* 0 May 21, 2024 Class A Common Stock 60.5K $6.09 Direct F1, F3
transaction IMRX Stock Option Award $0 +60.5K $0.00 60.5K May 21, 2024 Class A Common Stock 60.5K $3.01 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.