Imago BioSciences (IMGO) Form 3 Imago BioSciences / Patrick J Heron ownership change

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^*

Heron Patrick J

(Last) (First) (Middle)

IMAGO BIOSCIENCES, INC.

329 OYSTER POINT BLVD. 3RD FL

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2021

3. Issuer Name and Ticker or Trading Symbol
Imago BioSciences, Inc. [ IMGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series A Preferred Stock	(1)	(1)	Common Stock	1,199,890	(1)	I	See Footnote(2)
Series B Preferred Stock	(1)	(1)	Common Stock	740,673	(1)	I	See Footnote(2)
Series C Preferred Stock	(1)	(1)	Common Stock	225,850	(1)	I	See Footnote(2)
Series A Preferred Stock	(1)	(1)	Common Stock	341,932	(1)	I	See Footnote(3)
Series B Preferred Stock	(1)	(1)	Common Stock	211,069	(1)	I	See Footnote(3)
Series C Preferred Stock	(1)	(1)	Common Stock	64,360	(1)	I	See Footnote(3)

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last) (First) (Middle)

IMAGO BIOSCIENCES, INC.

329 OYSTER POINT BLVD. 3RD FL

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Frazier Healthcare VII, L.P.

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Frazier Healthcare VII-A, L.P.

(Last) (First) (Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM VII, L.L.C.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FHM VII, L.P.

(Last) (First) (Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have no expiration date and are convertible into shares of Common Stock of the Issuer at the option of the holder. The shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall automatically convert into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock.

2. These shares are held directly by Frazier Healthcare VII, L.P. ("FH VII"). The general partner of FH VII is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VII. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VII, except to the extent of his or its pecuniary interest therein, if any.

3. These shares are held directly by Frazier Healthcare VII-A, L.P. ("FH VIIA"). The general partner of FH VIIA is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VIIA. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of his or its pecuniary interest therein, if any.

	/s/ Patrick J. Heron	07/15/2021
	FHM VII, L.L.C., By: /s/ Patrick J. Heron, Manager	07/15/2021
	FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager	07/15/2021
	Frazier Healthcare VII, L.P., By: FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager	07/15/2021
	Frazier Healthcare VII-A, L.P., By: FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager	07/15/2021
	** Signature of Reporting Person	Date
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