Immuneering Corp — Director's Dealing 2021

Jul 29, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Immuneering Corp (IMRX)
CIK: 0001790340
Period of Report: 2021-07-29

Reporting Person: Cormorant Asset Management, LP (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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (1702628)		Indirect

Footnotes

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

F2: Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III") and a managed account (the "Account"). Cormorant Global Healthcare GP, LLC ("GP LLC") and Cormorant Private Healthcare GP III, LLC ("GP III") serve as General Partner of the Master Fund and Fund III, respectively. Bihua Chen serves as manager of Cormorant, GP LLC and GP III. 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 3 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: Shares of Series B Convertible Preferred Stock reported herein represent, on an as-converted basis, (i) 387,688 shares held by the Master Fund, (ii) 1,298,493 shares held by Fund III, and (iii) 16,447 shares held by the Account.