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
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
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
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Direct
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. Reflects shares purchased in the Issuer's initial public offering.
  5. 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.
  6. 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.
  7. Not applicable.