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^*

FRIEDBERG ALBERT

(Last)

(First)

(Middle)

181 BAY STREET, SUITE 250

(Street)

TORONTO

M5J 2T3

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2018

4. 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 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	08/13/2018		C		439,555	A	⁽¹⁾	439,555	D
Common Stock	08/13/2018		C		37,633	A	⁽¹⁾	37,633	I	By Pan-Atlantic Bank & Trust Ltd.⁽²⁾
Common Stock	08/13/2018		C		500,570	A	⁽¹⁾	944,864	I	By FCMI Parent Co.⁽³⁾
Common Stock	08/13/2018		C		599,957	A	⁽⁴⁾	1,544,821	I	By FCMI Parent Co.⁽³⁾
Common Stock	08/13/2018		C		204,145	A	⁽¹⁾	1,748,966	I	By FCMI Parent Co.⁽³⁾
Common Stock	08/13/2018		C		480,822	A	⁽⁵⁾	2,229,788	I	By FCMI Parent Co.⁽³⁾
Common Stock	08/13/2018		C		683,681	A	⁽¹⁾	2,913,469	I	By FCMI Parent Co.⁽³⁾
Common Stock	08/13/2018		P		1,875,000	A	$12	4,788,469	I	By FCMI Parent Co.⁽³⁾
Common Stock	08/13/2018		P		583,333	A	$12	583,333	I	By Global Macro Hedge Fund Ltd.⁽⁶⁾

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)
Series D Convertible Preferred Stock	⁽¹⁾	08/13/2018		C			4,395,604	⁽¹⁾	⁽¹⁾	Common Stock	439,555	⁽¹⁾	0	D
Series A Convertible Preferred Stock	⁽¹⁾	08/13/2018		C			376,334	⁽¹⁾	⁽¹⁾	Common Stock	37,633	⁽¹⁾	0	I	By Pan-Atlantic Bank & Trust Ltd.⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	08/13/2018		C			5,005,755	⁽¹⁾	⁽¹⁾	Common Stock	500,570	⁽¹⁾	0	I	By FCMI Parent Co.⁽³⁾
Series B Convertible Preferred Stock	⁽⁴⁾	08/13/2018		C			3,655,595	⁽⁴⁾	⁽⁴⁾	Common Stock	599,957	⁽¹⁾	0	I	By FCMI Parent Co.⁽³⁾
Series B1 Convertible Preferred Stock	⁽¹⁾	08/13/2018		C			2,041,477	⁽¹⁾	⁽¹⁾	Common Stock	204,145	⁽¹⁾	0	I	By FCMI Parent Co.⁽³⁾
Series B2 Convertible Preferred Stock	⁽⁵⁾	08/13/2018		C			3,877,641	⁽⁵⁾	⁽⁵⁾	Common Stock	480,822	⁽⁵⁾	0	I	By FCMI Parent Co.⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	08/13/2018		C			6,836,890	⁽¹⁾	⁽¹⁾	Common Stock	683,681	⁽¹⁾	0	I	By FCMI Parent Co.⁽³⁾
Option (Right to Acquire)⁽⁷⁾	⁽⁷⁾	08/13/2018		J⁽⁷⁾		21,475,000		⁽⁷⁾	⁽⁷⁾	Common Stock	1,800,051	⁽⁷⁾	21,475,000	I	By FCMI Parent Co.⁽³⁾

1. Name and Address of Reporting Person^*

FRIEDBERG ALBERT

(Last)

(First)

(Middle)

181 BAY STREET, SUITE 250

(Street)

TORONTO

M5J 2T3

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FCMI Parent Co.

(Last)

(First)

(Middle)

181 BAY STREET

SUITE 250

(Street)

TORONTO

M5J 2T3

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

2. Albert D. Friedberg is the majority owner of Pan Atlantic Bank & Trust Ltd. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. Mr. Friedberg is the majority owner, a director and the president of FCMI Parent Co. and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. The reported securities converted 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 converted into shares of Common Stock on a 0.124-for-1 basis immediately prior to the consummation of the Issuer's initial public offering.

6. Mr. Friedberg possesses voting and dispositive power over the reported securities and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

7. Partnership interests in VX3 (DE) LP, or VX3, which are exchangeable into shares of Common Stock on a 1-for-0.05495 basis at the holder's option. On August 13, 2018, FCMI Parent Co. entered into an exchange agreement with the Issuer and the other partners of VX3 that provides each VX3 partner the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of Common Stock. The option has no expiration date.

Remarks:

	/s/ Scott E. Royer, Attorney-in-Fact	08/15/2018
	FCMI PARENT CO. BY: /s/ Dan Scheiner, Vice President	08/15/2018
	** 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 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).
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