Sec Form 4 Filing - Smith Ernest S. @ VACCINEX, INC. - 2020-02-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Smith Ernest S. 2. Issuer Name and Ticker or Trading Symbol VACCINEX, INC. [ VCNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Research & CSO (Last) (First) (Middle) C/O VACCINEX, INC., 1895 MOUNT HOPE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2020 (Street) ROCHESTER, NY14620 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 8,000 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 7.1 ( 2 ) 12/22/2025 Common Stock 40,729 40,729 D Stock Option (Right to Buy) $ 7.1 ( 2 ) 12/23/2025 Common Stock 5,110 5,110 D Stock Option (Right to Buy) $ 3.9 ( 3 ) 03/14/2029 Common Stock 8,000 8,000 D Stock Option (Right to Buy) $ 6.07 02/25/2020 A 8,000 ( 4 ) 02/24/2030 Common Stock 8,000 $ 0 8,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Ernest S. C/O VACCINEX, INC. 1895 MOUNT HOPE AVENUE ROCHESTER, NY14620 SVP, Research & CSO Signatures /s/ Scott E. Royer, Attorney-in-Fact 02/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Since the date of the reporting person's last ownership report, he transferred 8,000 shares of VCNX common stock to his ex-wife pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife. ( 2 )Exercisable in full as of the date of this report. ( 3 )This option was granted under the Company's 2018 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests one-fourth on each of the first four anniversaries of the March 15, 2019 grant date. ( 4 )This option was granted under the Company's 2018 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3 and, except as otherwise provided in the award notice, vests one-fourth on each of the first four anniversaries of the February 25, 2020 grant 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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