ImageneBio, Inc. — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Bonita David P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	C	1816425	—	Acquired	1816425	Indirect
2021-03-30	Common Stock	C	68978	—	Acquired	68978	Indirect
2021-03-30	Common Stock	P	375000	$16.00	Acquired	2191425	Indirect
2021-03-30	Common Stock	P	48400	$16.00	Acquired	117378	Indirect
2021-03-30	Non-Voting Common Stock	C	5083470	—	Acquired	5083470	Indirect
2021-03-30	Non-Voting Common Stock	C	130924	—	Acquired	130924	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	1905201	Disposed		Non-Voting Common Stock (1905201)	Indirect
2021-03-30	Series A Preferred Stock	$	C	680766	Disposed		Common Stock (680766)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	2257785	Disposed		Non-Voting Common Stock (2257785)	Indirect
2021-03-30	Series A-1 Preferred Stock	$	C	806752	Disposed		Common Stock (806752)	Indirect
2021-03-30	Series B Preferred Stock	$	C	920484	Disposed		Non-Voting Common Stock (920484)	Indirect
2021-03-30	Series B Preferred Stock	$	C	328907	Disposed		Common Stock (328907)	Indirect
2021-03-30	Series B Preferred Stock	$	C	130924	Disposed		Non-Voting Common Stock (130924)	Indirect
2021-03-30	Series B Preferred Stock	$	C	68978	Disposed		Common Stock (68978)	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. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting 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. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OrbiMed 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 Person's Form 3.

F5: Represents 328,907 shares of Common Stock and 920,484 shares of Non-Voting Common Stock issuable upon conversion.

F6: Represents 86,864 shares of Common Stock and 113,038 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: Each of GP VI, Genesis GP, OrbiMed Advisors and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. OrbiMed Advisors has designated the Reporting Person as its representative to serve on the Issuer's board of directors.