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ImageneBio, Inc. — Director's Dealing 2021
Mar 26, 2021
34275_dirs_2021-03-25_3834f167-999b-47de-b62d-ed791a73caad.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Ikena Oncology, Inc. (IKNA)
CIK: 0001835579
Period of Report: 2021-03-25
Reporting Person: Bonita David P (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. 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.
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 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.
F5: 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 to serve as its representative on the Issuer's board of directors.