Form 4 for IMA ImageneBio, Inc.

Accepted 2023-09-14 00:00:00 ET · period of report 2023-08-04 · accession 0000947871-23-000932 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2023-09-14	2023-08-04	IMA	OrbiMed Capital GP VI LLC	Dir	A - Grant	—	+153.1K	2.25M	+7%	—
DI	2023-09-14	2023-08-04	IMA	OrbiMed Capital GP VI LLC	Dir	A - Grant	—	+353.2K	353.2K	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2023-08-04	A	A	153,121	—	2,251,218	I See Footnote	—	—	(F1) Received in exchange for shares of common stock of Pionyr Immunotherapeutics, Inc. ("Pionyr") in accordance with the terms of the Agreement and Plan of Merger, dated August 4, 2023, by and among the Issuer, Portsmouth Merger Sub I, Inc., a wholly owned subsidiary of the Issuer, Portsmouth Merger Sub II, LLC, a wholly owned subsidiary of the Issuer, Pionyr, and Fortis Advisors LLC, as securityholder agent. (F5) This report on Form 4 is jointly filed by OrbiMed Advisors, GP VI, and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, David P. Bonita ("Bonita"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Bonita is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. (F3) These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.
2	Derivative	Series A Preferred Stock	2023-08-04	A	A	353,192	—	353,192	I See Footnote	— · — to —	353,192 Non-Voting Common Stock	(F6) Following approval by the Issuer's stockholders of the conversion of the Issuer's Series A Preferred Stock into shares of the Issuer's common stock, each share of Series A Preferred Stock is automatically convertible into one share of the Issuer's voting common stock; provided that if a holder of the Issuer's Series A Preferred Stock was a holder of the Issuer's Non-Voting Common Stock prior to such conversion, such holder will receive shares of the Issuer's Non-Voting Common Stock to the extent such conversion would result in such holder beneficially owning more than 9.99% of the Issuer's voting common stock. (F5) This report on Form 4 is jointly filed by OrbiMed Advisors, GP VI, and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, David P. Bonita ("Bonita"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Bonita is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. (F3) These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.