Enliven Therapeutics (ELVN) Form 3 Initial statement of insider ownership

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^*

PFIZER INC

(Last) (First) (Middle)

235 E 42ND ST

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2020

3. Issuer Name and Ticker or Trading Symbol
IMARA Inc. [ IMRA ]

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

Director	X	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 Seed Preferred Stock	(1)	(1)	Common Stock	76,003	(1)	D(4)
Series A Preferred Stock	(2)	(2)	Common Stock	868,467	(2)	I(4)	By Pfizer Ventures (US) LLC
Series B Preferred Stock	(3)	(3)	Common Stock	300,752	(3)	I(4)	By Pfizer Ventures (US) LLC

1. Name and Address of Reporting Person^*

PFIZER INC

(Last) (First) (Middle)

235 E 42ND ST

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pfizer Ventures (US) LLC

(Last) (First) (Middle)

235 EAST 42ND STREET

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. The Series Seed Preferred Stock is convertible into common stock ("Common Stock") of IMARA Inc. (the "Issuer") on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by the holders of at least 60% of the outstanding preferred stock of the Issuer. The Series Seed Preferred Stock has no expiration date.

2. The Series A Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by the holders of at least 60% of the outstanding preferred stock of the Issuer. The Series A Preferred Stock has no expiration date.

3. The Series B Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by the holders of at least 60% of the outstanding preferred stock of the Issuer. The Series B Preferred Stock has no expiration date.

4. Each Reporting Person disclaims beneficial ownership of securities held by the other Reporting Person, except to the extent of its pecuniary interest, if any, therein.

	Pfizer Inc., By /s/ Susan Grant, Assistant Secretary	03/11/2020
	Pfizer Ventures (US) LLC, By /s/ Susan Grant, Secretary	03/11/2020
	** Signature of Reporting Person	Date
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