Immuneering Corp — Director's Dealing 2024

May 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Immuneering Corp (IMRX)
CIK: 0001790340
Period of Report: 2024-05-21

Reporting Person: Bookman Michael (CHIEF LEGAL OFFICER, SECRETARY)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-21	Stock Option	$15	D	101116	Disposed	2031-07-28	Class A Common Stock (101116)	Direct
2024-05-21	Stock Option	$3.01	A	101116	Acquired	2031-07-28	Class A Common Stock (101116)	Direct
2024-05-21	Stock Option	$9.66	D	47300	Disposed	2032-02-09	Class A Common Stock (47300)	Direct
2024-05-21	Stock Option	$3.01	A	47300	Acquired	2032-02-09	Class A Common Stock (47300)	Direct
2024-05-21	Stock Option	$4.25	D	143000	Disposed	2033-02-15	Class A Common Stock (143000)	Direct
2024-05-21	Stock Option	$3.01	A	143000	Acquired	2033-02-15	Class A Common Stock (143000)	Direct
2024-05-21	Stock Option	$6.09	D	93000	Disposed	2034-02-08	Class A Common Stock (93000)	Direct
2024-05-21	Stock Option	$3.01	A	93000	Acquired	2034-02-08	Class A Common Stock (93000)	Direct

Footnotes

F1: On May 21, 2024, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced to an exercise price of $3.01 per share. Under the terms of the Repricing, unless there is a change of control of the Issuer, the exercise price for the repriced options will revert to the original exercise price of the option if, prior to June 30, 2025, the Reporting Person: (i) is terminated by the Issuer for cause or resigns from the Issuer, except by reason of death or disability; or (ii) elects to exercise the repriced options. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

F2: The option vests and becomes exercisable as to 25% of the underlying shares on July 15, 2022 and then in equal monthly installments over the subsequent three years, subject to Mr. Bookman's continued employment through each applicable vesting date.

F3: 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.

F4: The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2023, and will be fully vested and exercisable on January 1, 2027.

F5: The option vests and becomes exercisable in equal monthly installments over a four-year period commencing on February 1, 2024, and will be fully vested and exercisable on January 1, 2028.