Immuneering Corp — Director's Dealing 2024

Mar 18, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Immuneering Corp (IMRX)
CIK: 0001790340
Period of Report: 2024-03-14

Reporting Person: Cormorant Asset Management, LP (N/A)
Reporting Person: Chen Bihua (N/A)
Reporting Person: Cormorant Global Healthcare Master Fund, LP (N/A)
Reporting Person: Cormorant Private Healthcare Fund III LP (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-14	Class A Common Stock	S	345266	$3.235	Disposed	3859098	Indirect
2024-03-14	Class A Common Stock	S	98570	$4.245	Disposed	3760528	Indirect
2024-03-14	Class A Common Stock	S	54215	$5.374	Disposed	3706313	Indirect
2024-03-14	Class A Common Stock	S	11040	$5.968	Disposed	3695273	Indirect
2024-03-15	Class A Common Stock	S	400000	$2.141	Disposed	3295273	Indirect

Footnotes

F1: Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $2.90 to $3.895 per share. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission (the "SEC"), the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund (as defined below).

F2: Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of Cormorant Global Healthcare Master Fund, LP (the "Master Fund") and Cormorant Private Healthcare Fund III, LP ("Fund III"). 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 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) 1,651,513 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III.

F4: Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $3.90 to $4.895 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund.

F5: Represents (i) 1,552,943 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III.

F6: Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $4.90 to $5.89 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund.

F7: Represents (i) 1,498,728 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III.

F8: Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $5.90 to $6.18 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund.

F9: Represents (i) 1,487,688 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III.

F10: Represents the weighted average sale price of shares of Class A Common Stock sold in a series of open market transactions on the transaction date at prices ranging from $1.90 to $2.82 per share. The Reporting Persons undertake to provide, upon request by the staff of the SEC issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. All of these shares were sold by the Master Fund.

F11: Represents (i) 1,087,688 shares of Class A Common Stock beneficially owned by the Master Fund and (ii) 2,207,585 shares of Class A Common Stock beneficially owned by Fund III.