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Filing Details

Accession Number:: 0001209191-21-012354
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-19 16:20:36
Reporting Period:: 2021-02-17

Accepted Time:: 2021-02-19 16:20:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1538210	Neximmune Inc.	NEXI	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1247015	J Sol Barer	C/O Neximmune, Inc. 9119 Gaither Road Gaithersburg MD 20877		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-02-17	800,182	$0.00	1,367,814	No	4	C	Direct
Common Stock	Acquisiton	2021-02-17	894,036	$0.00	894,036	No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
Common Stock	Acquisiton	2021-02-17	164,408	$0.00	1,058,444	No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
Common Stock	Acquisiton	2021-02-17	82,204	$0.00	1,140,648	No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
Common Stock	Acquisiton	2021-02-17	337,365	$0.00	1,478,013	No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
Common Stock	Acquisiton	2021-02-17	60,000	$17.00	1,538,013	No	4	P	Indirect	Held by B&S NexImmune Holdco LLC
Common Stock	Acquisiton	2021-02-17	217,570	$0.00	346,577	No	4	C	Indirect	Held by Joshua Barer

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
No	4	C	Indirect	Held by B&S NexImmune Holdco LLC
No	4	P	Indirect	Held by B&S NexImmune Holdco LLC
No	4	C	Indirect	Held by Joshua Barer

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2021-02-17	800,182	$0.00	800,182	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-02-17	894,036	$0.00	894,036	$0.00
Common Stock	Series A2 Preferred Stock	Disposition	2021-02-17	164,408	$0.00	164,408	$0.00
Common Stock	Series A3 Preferred Stock	Disposition	2021-02-17	82,204	$0.00	82,204	$0.00
Common Stock	Convertible Promissory Note	Disposition	2021-02-17	0	$0.00	337,365	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-02-17	217,570	$0.00	217,570	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Direct
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

The shares of preferred stock automatically converted into common stock immediately upon completion of the Issuer's initial public offering on a 1-for-1 basis.
Mr. Barer is the father of Joshua Barer, who is the sole manager of B&S NexImmune Holdco LLC and has sole voting and dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer is also a member of Barer & Son Capital, LLC, which is a member of B&S NexImmune Holdco LLC, but he does not have voting or dispositive control over the shares held by B&S NexImmune Holdco LLC. Mr. Sol Barer disclaims beneficial ownership of the securities held by B&S NexImmune Holdco LLC except to the extent of his pecuniary interest therein.
On February 17, 2021 (the "Closing"), the convertible promissory notes (the "Notes") became automatically convertible into shares of the Issuer's common stock. At the Closing, the principal amount of the Notes, plus accrued but unpaid interest thereon through February 17, 2021, converted into shares of the Issuer's common stock by dividing the principal and accrued but unpaid interest under such Note by the price per share obtained by dividing $125,000,000 by the Company's fully-diluted capitalization immediately prior to the IPO, assuming exercise or conversion of all convertible securities of the Company but excluding any shares issuable upon conversion of the Notes.
Reflects shares purchased in the Issuer's initial public offering.
Mr. Barer is the father of Joshua Barer. Mr. Sol Barer disclaims beneficial ownership of the securities held by Joshua Barer except to the extent of his pecuniary interest therein.
The shares of preferred stock were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, immediately upon completion of the Issuer's initial public offering.
Not applicable.