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^*

Roemer Alan S.

(Last)

(First)

(Middle)

C/O NEXIMMUNE, INC.

9119 GAITHER ROAD

(Street)

GAITHERSBURG

20877

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021

3. Issuer Name and Ticker or Trading Symbol
NexImmune, Inc. [ NEXI ]

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

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

5. 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 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)

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)
Series A Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	85,016	⁽³⁾	D
Series A2 Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	4,110	⁽³⁾	D
Series A3 Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	26,590	⁽³⁾	D
Convertible Promissory Note	⁽⁴⁾	⁽²⁾	Common Stock	12,243	⁽⁵⁾	D
Stock Option (right to buy)	⁽⁶⁾	03/02/2027	Common Stock	12,634	$2.42	D
Stock Option (right to buy)	⁽⁷⁾	06/18/2028	Common Stock	12,634	$2.58	D
Stock Option (right to buy)	⁽⁸⁾	03/18/2029	Common Stock	46,245	$4.31	D
Stock Option (right to buy)	⁽⁸⁾	03/04/2030	Common Stock	23,122	$5.17	D

Explanation of Responses:

1. The shares of preferred stock will automatically convert into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.

2. Not applicable.

3. The shares of preferred stock will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.

4. These shares will automatically convert into the Issuer's common stock immediately upon completion of the Issuer's initial public offering.

5. These shares will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.

6. All shares underlying this option have vested.

7. This option vests as to 33.33% of the shares on March 8, 2019 with the remainder vesting in equal installments every month thereafter, beginning on March 8, 2019 and ending in March 19, 2021.

8. This option vests as to 33.33% of the shares on March 19, 2020 with the remainder vesting in equal installments every month thereafter, beginning on March 19, 2020 and ending in March 19, 2022.

Remarks:

Exhibit 24.1

	/s/ Ilse Johnson, Attorney-in-fact	02/11/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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