Immuneering Corp — Director's Dealing 2021

Aug 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Immuneering Corp (IMRX)
CIK: 0001790340
Period of Report: 2021-08-03

Reporting Person: Cormorant Asset Management, LP (Former 10% Owner)
Reporting Person: Chen Bihua (10% Owner)
Reporting Person: Cormorant Global Healthcare Master Fund, LP (10% Owner)
Reporting Person: Cormorant Private Healthcare Fund III LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-03	Common Stock	C	1702628	—	Acquired	1702628	Indirect
2021-08-03	Common Stock	P	550000	$15	Acquired	2252628	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-03	Series B Convertible Preferred Stock	$	C	1702628	Disposed		Common Stock (1702628)	Indirect

Footnotes

F1: Shares of Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering.

F2: Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund III, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

F3: Represents (i) 387,688 shares of Common Stock held by the Master Fund, (ii) 1,298,493 shares of Common Stock held by Fund III, and (iii) 16,447 shares held by the Account.

F4: Shares reported herein as purchased on August 3, 2021 represent 550,000 shares purchased by the Master Fund.

F5: The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 387,688 shares of Common Stock held by the Master Fund, (ii) 1,298,493 shares of Common Stock held by Fund III, and (iii) 16,447 shares held by the Account.