SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Zauderer Maurice

(Last)

(First)

(Middle)

C/O VACCINEX, INC.

1895 MOUNT HOPE AVENUE

(Street)

ROCHESTER

14620

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2018

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	84,201	D
Common Stock	117,761	I	By Jeremy C. Zauderer Trust⁽¹⁾
Common Stock	116,713	I	By Jordan M. Zauderer Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock option (right to buy)	⁽²⁾	12/23/2019	Common Stock	18,000	$10	D
Stock option (right to buy)	⁽²⁾	03/31/2024	Common Stock	2,589	$14.9	D
Stock option (right to buy)	⁽²⁾	06/30/2024	Common Stock	2,589	$14.9	D
Stock option (right to buy)	⁽³⁾	12/23/2025	Common Stock	3,325	$7.1	D
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	93,547	$13.1	D
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	95,448	$13.1	I	By Jeremy C. Zauderer Trust⁽¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	95,448	$13.1	I	By Jordan M. Zauderer Trust⁽¹⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	815,698	$18.2	I	By Vaccinex (Rochester), L.L.C.⁽⁶⁾

1. Name and Address of Reporting Person^*

Zauderer Maurice

(Last)

(First)

(Middle)

C/O VACCINEX, INC.

1895 MOUNT HOPE AVENUE

(Street)

ROCHESTER

14620

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vaccinex (Rochester), L.L.C.

(Last)

(First)

(Middle)

44 WOODLAND ROAD

(Street)

PITTSFORD

14534

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Maurice Zauderer exercises voting control over shares held by this trust and disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein.

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

3. This option has vested with respect to 1,995 shares and the remainder of the option vests in two equal annual installments beginning on December 23, 2018.

4. The reported securities will convert into shares of Common Stock on a 0.1641-for-1 basis immediately prior to the consummation of the Issuer's initial public offering.

5. The reported securities will convert into shares of Common Stock on a 1-for-10 basis immediately prior to the consummation of the Issuer's initial public offering.

6. Mr. Zauderer is the president and a majority owner of Vaccinex (Rochester), L.L.C. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney for Maurice Zauderer

	/s/ Maurice Zauderer	08/09/2018
	VACCINEX (ROCHESTER), L.L.C. BY: /s/ Maurice Zauderer, President	08/09/2018
	** 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 5 (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).
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