Sec Form 4 Filing - Zauderer Maurice @ VACCINEX, INC. - 2023-11-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Zauderer Maurice 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O VACCINEX, INC., 1895 MOUNT HOPE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2023 (Street) ROCHESTER, NY14620 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 22,116 D Common Stock 14,214 I By Jeremy C. Zauderer Trust ( 1 ) Common Stock 14,145 I By Jordan M. Zauderer Trust ( 1 ) Common Stock 979,599 I By Vaccinex (Rochester), L.L.C. ( 2 )

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: Di rect (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 Warrant (Right to Buy) $ 2.34 11/02/2023 A 136,752 11/02/2023 11/02/2028 Common Stock 136,752 $ 0.125 136,752 I By Vaccinex (Rochester), L.L.C. ( 2 ) Warrant (Right to Buy) $ 1 10/03/2023 10/03/2028 Common Stock 500,000 500,000 I By Vaccinex (Rochester), L.L.C. ( 2 ) Stock Option (Right to Buy) $ 223.5 ( 3 ) 03/31/2024 Common Stock 172 172 D Stock Option (Right to Buy) $ 223.5 ( 3 ) 06/30/2024 Common Stock 172 172 D Stock Option (Right to Buy) $ 106.5 ( 3 ) 12/23/2025 Common Stock 221 221 D Stock Option (Right to Buy) $ 64.35 ( 3 ) 03/14/2024 Common Stock 1,333 1,333 D Stock Option (Right to Buy) $ 100.2 ( 4 ) 02/24/2025 Common Stock 1,893 1,893 D Stock Option (Right to Buy) $ 43.95 ( 5 ) 04/02/2031 Common Stock 933 933 D Stock Option (Right to Buy) $ 19.35 ( 6 ) 04/01/2032 Common Stock 1,866 1,866 D Stock Option (Right to Buy) $ 6.59 ( 7 ) 03/30/2028 Common Stock 3,733 3,733 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zauderer Maurice C/O VACCINEX, INC. 1895 MOUNT HOPE AVENUE ROCHESTER, NY14620 X X President and CEO Vaccinex (Rochester), L.L.C. 44 WOODL AND ROAD PITTSFORD, NY14534 X Signatures /s/ Scott E. Royer, Attorney-in-Fact for Maurice Zauderer 11/03/2023 Signature of Reporting Person Date Vaccinex (Rochester) L.L.C., By: /s/ Maurice Zauderer, President 11/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dr. 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 )Dr. 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. ( 3 )Exercisable in full as of the date of this report. ( 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. ( 5 )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 April 2, 2021 grant date. ( 6 )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 April 1, 2022 grant date. ( 7 )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 31, 2023 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.