SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
BARER SOL J

(Last) (First) (Middle)
C/O NEXIMMUNE, INC.
9119 GAITHER ROAD

(Street)
GAITHERSBURG MD 20877

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2021
3. Issuer Name and Ticker or Trading Symbol
NexImmune, Inc. [ NEXI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 567,632 D
Common Stock 129,007 I(1) Held by Joshua Barer
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 03/04/2030 Common Stock 205,900 5.17 D
Series A Preferred Stock (3) (4) Common Stock 800,182 (5) D
Series A Preferred Stock (3) (4) Common Stock 894,036 (5) I Held B&S NexImmune Holdco LLC(6)
Series A2 Preferred Stock (3) (4) Common Stock 164,408 (5) I Held by B&S NexImmune Holdco LLC(6)
Series A3 Preferred Stock (3) (4) Common Stock 82,204 (5) I Held by B&S NexImmune Holdco LLC(6)
Convertible Promissory Note (7) (4) Common Stock 336,682 (8) I Held by B&S NexImmune Holdco LLC(6)
Series A Preferred Stock (3) (4) Common Stock 217,570 (5) I Held by Joshua Barer(1)
Explanation of Responses:
1. 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.
2. All shares underlying this option will automatically fully vest immediately upon completion of the Issuer's initial public offering.
3. The shares of preferred stock will automatically convert 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.
4. Not applicable.
5. The shares of preferred stock will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.
6. 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.
7. These shares will automatically convert into the Issuer's common stock immediately upon completion of the Issuer's initial public offering.
8. These shares will automatically convert into the Issuer's common stock on a 1-for-1 basis immediately upon completion of the Issuer's initial public offering.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Ilse Johnson, Attorney-in-fact 02/11/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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