Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Immuneering Corporation (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
45254E107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 45254E107 |
| 1 | Names of Reporting Persons
BENJAMIN J. ZESKIND | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,978,168.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Immuneering Corporation | |
| (b) | Address of issuer's principal executive offices:
245 MAIN STREET, SECOND FLOOR, CAMBRIDGE, MA, 02142 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed on behalf of Benjamin J. Zeskind (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is c/o Immuneering Corporation (the "Issuer"), 245 Main St., Second Floor, Cambridge, MA 02142. | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.001 per share | |
| (e) | CUSIP No.:
45254E107 | |
| Item 3. | If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
3,978,168 (1)(1) The ownership information presented herein represents the Reporting Person's beneficial ownership of shares of the Issuer's Class A common stock, par value $0.001 per share ("Class A Common Stock") as of December 31, 2024 and is based upon 31,050,448 shares of the Issuer's Class A Common Stock outstanding as of November 6, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024. The Reporting Person is the beneficial owner of 3,978,168 shares of the Issuer's Class A Common Stock, which consists of: (i) 2,281,852 shares of Class A Common Stock held of record by the Reporting Person; (ii) 801,389 shares of Class A Common Stock underlying stock options held of record by the Reporting Person that are exercisable on or prior to March 1, 2025; and (iii) 894,927 shares of Class A Common Stock held of record by the Benjamin J. Zeskind 2020 Family Trust, of which the Reporting Person's spouse serves as sole trustee. | |
| (b) | Percent of class:
12.8 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
3,083,241 | ||
| (ii) Shared power to vote or to direct the vote:
894,927 | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,083,241 | ||
| (iv) Shared power to dispose or to direct the disposition of:
894,927 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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