Sec Form 3 Filing - Morales Mallory @ Immuneering Corp - 2022-08-11

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Morales Mallory
2. Issuer Name and Ticker or Trading Symbol
Immuneering Corp [ IMRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President, Finance
(Last) (First) (Middle)
C/O IMMUNEERING CORPORATION, 245 MAIN STREET, SECOND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2022
(Street)
CAMBRIDGE, MA02142
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
Class A Common Stock 2,434 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 $ 9.74 ( 1 ) 05/10/2031 Class A Common Stock 25,480 D
Stock Option $ 9.66 ( 2 ) 02/10/2032 Class A Common Stock 23,850 D
Stock Option $ 5.41 ( 3 ) 06/30/2032 Class A Common Stock 5,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morales Mallory
C/O IMMUNEERING CORPORATION
245 MAIN STREET, SECOND FLOOR
CAMBRIDGE, MA02142
Vice President, Finance
Signatures
/s/ Michael D. Bookman, Attorney-in-Fact for Mallory Morales 08/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option vests and becomes exercisable as to 25% of the underlying shares on May 10, 2022 and then in equal monthly installments over the subsequent three years, subject to Ms. Morales' continued employment through each applicable vesting date.
( 2 )The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2022, and will be fully vested and exercisable on January 1, 2026.
( 3 )The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on July 31, 2022, and will be fully vested and exercisable on June 30, 2026.

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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