Form 4 for ELVN Enliven Therapeutics, Inc.

Accepted 2023-02-27 00:00:00 ET · period of report 2023-02-23 · accession 0001209191-23-013526 · 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
MI	2023-02-27	2023-02-23	ELVN	Schwab Andrew J.	Dir	A - Grant	—	+5.80M	960.4K	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	4,838,092	—	4,838,092	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"), provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of the 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 held of record by 5AM Ventures VI, L.P. (5AM VI). 5AM Partners VI, LLC (5AM Partners) is the general partner of 5AM VI and may be deemed to have sole investment and voting power over the shares held by 5AM VI. As a managing member of 5AM Partners, the reporting person may be deemed to share voting and dispositive power over the shares held of record by 5AM VI but disclaims beneficial ownership of the securities held of record by 5AM VI except to the extent of his individual pecuniary interest therein.
2	Common	Common Stock	2023-02-23	A	A	960,383	—	960,383	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"), provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of the 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." (F3) The shares held of record by 5AM Ventures Opportunities I, L.P. (5AM Opportunities). 5AM Opportunities I (GP), LLC (5AM Opportunities GP) is the general partner of 5AM Opportunities and may be deemed to have sole investment and voting power over the shares held by 5AM Opportunities. As a managing member 5AM Opportunities GP, the reporting person may be deemed to share voting and dispositive power over the shares held of record by 5AM Opportunities but disclaims beneficial ownership of the securities held of record by 5AM Opportunities except to the extent of his individual pecuniary interest therein.