Sec Form 4 Filing - Jones Kristi @ NexImmune, Inc. - 2023-04-04

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 Jones Kristi 2. Issuer Name and Ticker or Trading Symbol NexImmune, Inc. [ NEXI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O NEXIMMUNE, INC., 9119 GAITHER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2023 (Street) GAITHERSBURG, MD20877 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

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) $ 0.41 04/04/2023 A 300,000 ( 1 ) 04/03/2033 Common Stock 300,000 $ 0 30,000 D Stock Option (right to buy) $ 4.22 04/04/2023 D( 2 ) 456,000 ( 2 ) 04/04/2032 Common Stock 456,000 ( 2 ) 0 D Stock Option (right to buy) $ 1.23 04/04/2023 A( 2 ) 161,500 ( 2 ) 04/04/2032 Common Stock 161,500 ( 2 ) 161,500 D Stock Option (right to buy) $ 0.82 04/04/2023 A( 2 ) 294,500 ( 2 ) 04/04/2032 Common Stock 294,500 ( 2 ) 294,500 D Stock Option (right to buy) $ 17 04/04/2023 D( 3 ) 84,207 ( 3 ) 02/10/2031 Common Stock 84,207 ( 3 ) 0 D Stock Option (right to buy) $ 1.23 04/04/2023 A( 3 ) 54,383 ( 3 ) 02/10/2031 Common Stock 54,383 ( 3 ) 54,383 D Stock Option (right to buy) $ 0.82 04/04/2023 A( 3 ) 29,824 ( 3 ) 02/10/2031 Common Stock 29,824 ( 3 ) 29,824 D Stock Option (right to buy) $ 4.31 04/04/2023 D( 4 ) 18,824 ( 4 ) 06/17/2029 Common Stock 18,824 ( 4 ) 0 D Stock Option (right to buy) $ 1.23 04/04/2023 A( 4 ) 18,824 ( 4 ) 06/17/2029 Common Stock 18,824 ( 4 ) 18,824 D Stock Option (right to buy) $ 4.31 04/04/2023 D( 5 ) 24,499 ( 5 ) 03/18/2028 Common Stock 24,499 ( 5 ) 0 D Stock Option (right to buy) $ 1.23 04/04/2023 A( 5 ) 24,499 ( 5 ) 03/18/2028 Common Stock 24,499 ( 5 ) 24,499 D Stock Option (right to buy) $ 2.58 04/04/2023 D( 6 ) 3,715 ( 6 ) 09/24/2028 Common Stock 3,715 ( 6 ) 0 D Stock Option (right to buy) $ 1.23 04/04/2023 A( 6 ) 3,715 ( 6 ) 09/24/2028 Common Stock 3,715 ( 6 ) 3,715 D Stock Option (right to buy) $ 2.58 04/04/2023 D( 7 ) 88,156 ( 7 ) 07/30/2028 Common Stock 88,156 ( 7 ) 0 D Stock Option (right to buy) $ 1.23 04/04/2023 A( 7 ) 88,156 ( 7 ) 07/30/2028 Common Stock 88,156 ( 7 ) 88,156 D Stock Option (right to buy) $ 2.42 04/04/2023 D( 8 ) 15,743 ( 8 ) 03/02/2027 Common Stock 15,743 ( 8 ) 0 D Stock Option (right to buy) $ 1.23 04/04/2023 A( 8 ) 15,743 ( 8 ) 03/02/2027 Common Stock 15,743 ( 8 ) 15,743 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Kristi C/O NEXIMMUNE, INC. 9119 GAITHER ROAD GAITHERSBURG, MD20877 X President and CEO Signatures /s/ John Rudy, attorney-in-fact 04/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )25% of this option shall vest and become exercisable on April 4, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to Ms. Jones's continued service to the corporation on each vesting date. ( 2 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on April 5, 2022, 25% of which will vest on the first anniversary of the grant date, and the remainder of the options will vest in equal monthly installments over the remaining 36 months, subject to Ms. Jones's continued service on each vesting date. ( 3 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on February 11, 2022, of which 43,857 shares vested, and the remainder of the options will vest in equal monthly installments such that on February 11, 2025, all shares subject to the option shall be vested, subject to Ms. Jones's continued service on each vesting date. ( 4 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on June 18, 2019, of which 17,647 shares vested, and the remainder of the options will vest in equal monthly installments such that on June 18, 2023, all shares subject to the option shall be vested, subject to Ms. Jones's continued service on each vesting date. ( 5 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on March 19, 2019, of which all of the shares subject to such option have vested. ( 6 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on September 25, 2018, of which all of the shares subject to such option have vested. ( 7 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on July 31, 2018, of which all of the shares subject to such option have vested. ( 8 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on March 3, 2017, of which all of the shares subject to such option have vested. On January 23, 2019 Ms. Jones exercised her right to purchase 31,636 shares subject to the original option.

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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