SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/02/2023 |
3. Issuer Name and Ticker or Trading Symbol
Immunome Inc. [ IMNM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 121,680(1) | D | |
Common Stock | 2,712,328 | I | See Footnotes(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (4) | 09/26/2032 | Common Stock | 76,885(1) | 1.35 | D |
Explanation of Responses: |
1. Mr. Barchas was appointed to the board of directors of the Issuer effective immediately after the Effective Time (as defined in the Merger Agreement). In connection with the Closing (as defined in the Agreement and Plan of Merger and Reorganization dated June 29, 2023 (the "Merger Agreement"), by and among the Issuer, Ibiza Merger Sub, Inc., and Morphimmune Inc.) and prior to Mr. Barchas being appointed to the board of directors of the Issuer, Mr. Barchas exchanged (i) his options to acquire shares of common stock of Morphimmune for options to acquire shares of the Issuer and (ii) his shares of common stock of Morphimmune for shares of the Issuer. |
2. As of the date hereof, Arsenal Bridge Venture II, LLC ("ABV II"), Arsenal Bridge Venture II-B, LLC (ABV II-B), RBP Catalyst Fund, L.P. ("RBP Catalyst") and Research Bridge Partners, Inc. ("RBP" and collectively with ABV II, ABV II-B and RBP Catalyst, the "ABV Entities") own 1,471,613 shares of Issuer common stock, 942,768 shares of Issuer common stock, 176,267 shares of Issuer common stock and 121,680 shares of Issuer common stock, respectively, and such shares were acquired prior to Mr. Barchas joining the board of directors of the Issuer. Mr. Barchas was appointed as a member of the board of directors of the Issuer effective immediately after the Closing (as defined in the Merger Agreement). |
3. Mr. Barchas (i) is a co-founder and holder of a power of attorney with the ability to exercise voting and investment power over the shares held by ABV II and ABV II-B, and (ii) as the Chief Executive Officer of RBP, which is the general partner of RBP Catalyst, exercises voting and investment power over the shares held by RBP and RBP Catalyst. Mr. Barchas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares, if any. This report shall not be deemed an admission that Mr. Barchas is the beneficial owner of such shares. |
4. In connection with the Closing (as defined in the Merger Agreement), all the shares underlying the option became fully vested and exercisable. |
Remarks: |
On the basis of the relationship between Mr. Barchas and the ABV Entities, the ABV Entities may be subject to Section 16 of the Exchange Act with respect to the Issuer as so-called directors by deputization. |
/s/Isaac Barchas | 10/12/2023 | |
** 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 5 (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. |