Form 4 for ELVN Enliven Therapeutics, Inc.

Accepted 2023-02-27 00:00:00 ET · period of report 2023-02-23 · accession 0001209191-23-013495 · 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	2023-02-27	2023-02-23	ELVN	Lyssikatos Joseph P	CSO, Dir	A - Grant	—	+1.12M	1.12M	New	—
DM	2023-02-27	2023-02-23	ELVN	Lyssikatos Joseph P	CSO, Dir	A - Grant	—	+433.1K	88.5K	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	2023-02-23	A	A	1,117,035	—	1,117,035	I See footnote	—	—	(F1) Pursuant to the Agreement and Plan of Merger, dated as of October 13, 2022 (the "Merger Agreement"), by and among Imara Inc. ("Imara"), Enliven Therapeutics, Inc., ("Enliven") and Iguana Merger Sub, Inc., a wholly owned subsidiary of the Issuer (the "Merger Sub"), which provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of Imara (the "Merger"). At the effective time of the Merger, each share of Enliven common stock was converted into the right to receive a number of shares of Imara common stock equal to an exchange ratio of approximately 0.2951 shares of Imara common stock for each share of Enliven common stock. After completion of the Merger, the combined company will be renamed "Enliven Therapeutics, Inc." and the common stock of the combined company will trade on The Nasdaq Stock Market under the symbol "ELVN." (F2) The shares are held by The Lyssikatos Revocable Trust 12/15/2011 for which the reporting person serves as trustee.
2	Derivative	Employee Stock Option (right to buy)	2023-02-23	A	A	344,550	—	344,550	D	$1.12 · — to 2030-06-15	344,550 Common Stock	(F4) In connection with the Merger, each Enliven stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Imara and became an option to acquire, on the same terms and conditions as were applicable to such Enliven stock option immediately prior to the effective time of the Merger, a number of shares of Imara common stock equal to the number of shares of Enliven common stock subject to the unexercised portion of the Enliven stock option immediately prior to the effective time of the Merger, multiplied by the exchange ratio (rounded down to the nearest whole share number), with an exercise price per share for the options equal to the exercise price per share of such Enliven stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent). (F3) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on May 3, 2020.
3	Derivative	Employee Stock Option (right to buy)	2023-02-23	A	A	88,531	—	88,531	D	$2.48 · — to 2031-03-25	88,531 Common Stock	(F4) In connection with the Merger, each Enliven stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Imara and became an option to acquire, on the same terms and conditions as were applicable to such Enliven stock option immediately prior to the effective time of the Merger, a number of shares of Imara common stock equal to the number of shares of Enliven common stock subject to the unexercised portion of the Enliven stock option immediately prior to the effective time of the Merger, multiplied by the exchange ratio (rounded down to the nearest whole share number), with an exercise price per share for the options equal to the exercise price per share of such Enliven stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent). (F5) The shares subject to the option vest in 48 equal monthly installments beginning on January 14, 2021.