ImageneBio, Inc. — Director's Dealing 2021

Apr 14, 2021

SEC Form 4/A — Form 4/A

Issuer: Ikena Oncology, Inc. (IKNA)
CIK: 0001835579
Period of Report: 2021-03-30

Reporting Person: ORBIMED ADVISORS LLC (Director)
Reporting Person: OrbiMed Capital GP VI LLC (Director)
Reporting Person: OrbiMed Genesis GP LLC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	C	1470872	—	Acquired	1470872	Indirect
2021-03-30	Common Stock	C	42614	—	Acquired	42614	Indirect
2021-03-30	Common Stock	P	375000	$16	Acquired	1845872	Indirect
2021-03-30	Common Stock	P	48400	$16	Acquired	91014	Indirect
2021-03-30	Non-Voting Common Stock	C	5429023	—	Acquired	5429023	Indirect
2021-03-30	Non-Voting Common Stock	C	157288	—	Acquired	157288	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-21	Series B Preferred Stock	$	A	8938148	Acquired		Common Stock (1249391)	Indirect
2020-12-21	Series B Preferred Stock	$	A	1430103	Acquired		Common Stock (199902)	Indirect
2021-03-30	Series A Preferred Stock	$	C	2034708	Disposed		Non-Voting Common Stock (2034708)	Indirect
2021-03-30	Series A Preferred Stock	$	C	551259	Disposed		Common Stock (551259)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	2411260	Disposed		Non-Voting Common Stock (2411260)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	653277	Disposed		Common Stock (653277)	Indirect
2021-03-30	Series B Preferred Stock	$	C	983055	Disposed		Non-Voting Common Stock (983054)	Indirect
2021-03-30	Series B Preferred Stock	$	C	266336	Disposed		Common Stock (266337)	Indirect
2021-03-30	Series B Preferred Stock	$	C	157288	Disposed		Non-Voting Common Stock (157288)	Indirect
2021-03-30	Series B Preferred Stock	$	C	42614	Disposed		Common Stock (42614)	Indirect

Footnotes

F1: Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series B Preferred Stock (together, the "Preferred Stock") was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date.

F2: The 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 relationship, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.

F3: The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationship, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.

F4: This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Persons' Form 3.

F5: Represents 266,337 shares of Common Stock and 983,054 shares of Non-Voting Common Stock issuable upon conversion.

F6: Represents 42,614 shares of Common Stock and 157,288 shares of Non-Voting Common Stock issuable upon conversion.

F7: Each share of Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Non-Voting Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.9% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

F8: 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 1934, 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, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.