ImageneBio, Inc. — Director's Dealing 2021

Mar 26, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Ikena Oncology, Inc. (IKNA)
CIK: 0001835579
Period of Report: 2021-03-25

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Non-Voting Common Stock (2585967)		Indirect
Series A-1 Preferred Stock	$		Common Stock (1748851)		Indirect
Series A-1 Preferred Stock	$		Non-Voting Common Stock (1315686)		Indirect
Series B Preferred Stock	$		Common Stock (1249391)		Indirect
Series B Preferred Stock	$		Common Stock (86864)		Indirect
Series B Preferred Stock	$		Non-Voting Common Stock (113038)		Indirect

Footnotes

F1: These shares of Series A Preferred Stock, Series A-1 Preferred Stock, and Series B Preferred Stock (together, the "Preferred Stock") are convertible on a one-for-7.154 basis into the number of shares of Non-Voting Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock has 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.

F2: These shares of Preferred Stock are convertible on a one-for-7.154 basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or additional consideration.

F3: 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.

F4: 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 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.

F5: This report on Form 3 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.