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Filing Details

Accession Number:: 0001123292-19-001061
Form Type:: 13G Filing
Publication Date:: 2019-08-15 17:24:13

Filed By:: MSDC Management
Company:: Vaccinex Inc.
Filing Date:: 2019-08-15
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
MSD Partners	0	1,225,490	0	1,225,490	1,225,490	8.25%
MSD Credit Opportunity Master Fund	0	1,225,490	0	1,225,490	1,225,490	8.25%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

(Amendment No. 1)*

Vaccinex, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

918640 103

(CUSIP Number)

July 30, 2019

(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)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.

918640 103

1	NAMES OF REPORTING PERSONS

	MSD Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,225,490

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,225,490

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,225,490

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.25%¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

The percentage used herein and in the rest of this Schedule 13G is calculated based upon 14,862,536 shares of the Issuer’s common stock outstanding as of August 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the SEC on August 14, 2019.

CUSIP NO.

918640 103

1	NAMES OF REPORTING PERSONS

	MSD Credit Opportunity Master Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)	☐
			(b)	☒
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		-0-

	6	SHARED VOTING POWER
		1,225,490

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		1,225,490

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,225,490

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐


11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.25%¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13G is being filed by the Reporting Persons identified below to amend the Schedule 13G originally filed on August 9, 2019. This amendment is being filed to correct the number of shares of Common Stock reported as beneficially owned by the Reporting Persons.

CUSIP NO. 918640 103

Item 1(a)	Name of Issuer:

	The name of the issuer is Vaccinex, Inc. (the “Company”).

Item 1(b)	Address of Issuer's Principal Executive Offices:

	The Company's principal executive office is located at 1895 Mount Hope Avenue, Rochester, New York 14620.

Item 2(a)	Name of Person Filing:

	This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”) and MSD Credit Opportunity Master Fund, L.P. (“MSD Credit Opportunity Master Fund”). MSD Credit Opportunity Master Fund is the direct owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Credit Opportunity Master Fund, L.P. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of Glenn R. Fuhrman, John Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP. The Reporting Persons have entered into a Joint Filing Agreement, dated August 15, 2019, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Item 2(b)	Address of Principal Business Office or, if none, Residence:

	The address of the principal business office of MSD Partners is 645 Fifth Avenue, 21st Floor, New York, New York 10022. The address of the principal business office of MSD Credit Opportunity Master Fund, L.P. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Item 2(c)	Citizenship:

	MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Credit Opportunity Master Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands.

Item 2(d)	Title of Class of Securities:

	Common Stock, par value $0.0001 per share

Item 2(e)	CUSIP No.:

	918640 103

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:

	Not applicable.

Item 4

Ownership:

MSD Partners, L.P.

(a)

Amount beneficially owned: 1,225,490

(b)

Percent of class: 8.25%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 1,225,490

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 1,225,490

MSD Credit Opportunity Master Fund, L.P.

(a)

Amount beneficially owned: 1,225,490

(b)

Percent of class: 8.25%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 1,225,490

(iii)

Sole power to dispose or direct the disposition: 0

(iv)

Shared power to dispose or direct the disposition: 1,225,490

MSD Partners (GP), LLC

(a)

Amount beneficially owned: 1,225,490

(b)

Percent of class: 8.25%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 1,225,490

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 1,225,490

D.	Glenn R. Fuhrman

	(a)	Amount beneficially owned: 1,225,490

	(b)	Percent of class: 8.25%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 1,225,490

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 1,225,490

E.	John C. Phelan

	(a)	Amount beneficially owned: 1,225,490

	(b)	Percent of class: 8.25%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 1,225,490

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 1,225,490

F.	Marc. R. Lisker

	(a)	Amount beneficially owned: 1,225,490

	(b)	Percent of class: 8.25%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 1,225,490

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 1,225,490

Item 5	Ownership of Five Percent or Less of a Class:

	If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6	Ownership of More Than Five Percent on Behalf of Another Person:

	Not applicable.

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.

Item 8	Identification and Classification of Members of the Group:

	Not applicable.

Item 9	Notice of Dissolution of Group:

	Not applicable.

Item 10	Certification:

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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.

Date: August 15, 2019

	MSD Partners, L.P.

	By:	MSD Partners (GP), LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

	MSD Credit Opportunity Master Fund, L.P.

	By:	MSD Partners, L.P.
	Its:	Investment Adviser

	By:	MSD Partners (GP), LLC
	Its:	General Partner
	Title:	Manager

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

EXHIBIT INDEX

Exhibit		Description of Exhibit

Exhibit 99.1		Joint Filing Agreement dated August 15, 2019

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: August 15, 2019

	MSD Partners, L.P.

	By:	MSD Partners (GP), LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

	MSD Credit Opportunity Master Fund, L.P.

	By:	MSD Partners, L.P.
	Its:	Investment Adviser

	By:	MSD Partners (GP), LLC
	Its:	General Partner
	Title:	Manager

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager