SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IMARA Inc. [ IMRA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/16/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/16/2020 | C | 690,232 | A | (4) | 690,232 | I | By entities affiliated with Bay City Capital LLC(1)(2) | ||
| Common Stock | 03/16/2020 | C | 13,148 | A | (4) | 703,380 | I | By entities affiliated with Bay City Capital LLC(1)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series Seed Preferred Stock | (4) | 03/16/2020 | C | 281,878 | (4) | (4) | Common Stock | 44,749 | (4) | 0 | I | By entities affiliated with Bay City Capital LLC(1)(2) | |||
| Series Seed Preferred Stock | (4) | 03/16/2020 | C | 5,372 | (4) | (4) | Common Stock | 852 | (4) | 0 | I | (By entities affiliated with Bay City Capital LLC(1)(3) | |||
| Series A Preferred Stock | (5) | 03/16/2020 | C | 3,220,915 | (5) | (5) | Common Stock | 511,335 | (5) | 0 | I | By entities affiliated with Bay City Capital LLC(1)(2) | |||
| Series A Preferred Stock | (5) | 03/16/2020 | C | 61,378 | (5) | (5) | Common Stock | 9,741 | (5) | 0 | I | By entities affiliated with Bay City Capital LLC(1)(3) | |||
| Series B Preferred Stock | (6) | 03/16/2020 | C | 845,008 | (6) | (6) | Common Stock | 134,148 | (6) | 0 | I | By entities affiliated with Bay City Capital LLC(1)(2) | |||
| Series B Preferred Stock | (6) | 03/16/2020 | C | 16,103 | (6) | (6) | Common Stock | 2,555 | (6) | 0 | I | By entities affiliated with Bay City Capital LLC(1)(3) | |||
| Stock Option (right to buy) | $16 | 03/16/2020 | A | 15,457 | (7) | 03/15/2030 | Common Stock | 15,457(8) | $0.00 | 15,457 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Carl Goldfischer, a Managing Director of BCC, is a member of the Issuer's Board of Directors. |
| 2. Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. |
| 3. Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. |
| 4. On March 16, 2020, the Series Seed Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series Seed Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| 5. On March 16, 2020, Series A Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| 6. On March 16, 2020, the Series B Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date. |
| 7. The option vests in three equal installments on March 16, 2021, 2022 and 2023. |
| 8. The securities are held directly by Bay City Capital LLC ("BCC LLC") and represent stock options granted to Carl Goldfischer and transferred to BCC LLC pursuant to an agreement between Dr. Goldfischer and BCC LLC. |
| Remarks: |
| Bay City Capital LLC, By: /s/ Michael P. Gray, Attorney-in-Fact | 03/16/2020 | |
| Bay City Capital Management V LLC, By: /s/ Michael P. Gray, Attorney-in-Fact | 03/16/2020 | |
| Bay City Capital Fund V, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact | 03/16/2020 | |
| Bay City Capital Fund V Co-Investment Fund, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact | 03/16/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||