Mallory Morales - 21 May 2024 Form 4 Insider Report for Immuneering Corp (IMRX)

Signature
/s/ Michael D. Bookman, Attorney-in-Fact for Mallory Morales
Issuer symbol
IMRX
Transactions as of
21 May 2024
Net transactions value
$0
Form type
4
Filing time
23 May 2024, 16:18:10 UTC
Previous filing
25 Mar 2024
Next filing
17 Sep 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 -10,000 -100% $0.000000* 0 21 May 2024 Class A Common Stock 10,000 $6.33 Direct F1, F2
transaction IMRX Stock Option Award $0 +10,000 $0.000000 10,000 21 May 2024 Class A Common Stock 10,000 $3.01 Direct F1, F2
transaction IMRX Stock Option Disposed to Issuer $0 -23,850 -100% $0.000000* 0 21 May 2024 Class A Common Stock 23,850 $9.66 Direct F1, F3
transaction IMRX Stock Option Award $0 +23,850 $0.000000 23,850 21 May 2024 Class A Common Stock 23,850 $3.01 Direct F1, F3
transaction IMRX Stock Option Disposed to Issuer $0 -5,000 -100% $0.000000* 0 21 May 2024 Class A Common Stock 5,000 $5.41 Direct F1, F4
transaction IMRX Stock Option Award $0 +5,000 $0.000000 5,000 21 May 2024 Class A Common Stock 5,000 $3.01 Direct F1, F4
transaction IMRX Stock Option Disposed to Issuer $0 -15,000 -100% $0.000000* 0 21 May 2024 Class A Common Stock 15,000 $9.55 Direct F1, F5
transaction IMRX Stock Option Award $0 +15,000 $0.000000 15,000 21 May 2024 Class A Common Stock 15,000 $3.01 Direct F1, F5
transaction IMRX Stock Option Disposed to Issuer $0 -60,500 -100% $0.000000* 0 21 May 2024 Class A Common Stock 60,500 $6.09 Direct F1, F6
transaction IMRX Stock Option Award $0 +60,500 $0.000000 60,500 21 May 2024 Class A Common Stock 60,500 $3.01 Direct F1, F6
transaction IMRX Stock Option Disposed to Issuer $0 -72,000 -100% $0.000000* 0 21 May 2024 Class A Common Stock 72,000 $4.25 Direct F1, F7
transaction IMRX Stock Option Award $0 +72,000 $0.000000 72,000 21 May 2024 Class A Common Stock 72,000 $3.01 Direct F1, F7
* 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 This option is fully vested.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.