Atlas Venture Fund XI Form 4 Change in insider ownership

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^*

Atlas Venture Fund X, L.P.

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ikena Oncology, Inc. [ IKNA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
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	03/30/2021		C		2,901,609	A	(1)	2,901,609	I	See Footnote(2)
Common Stock	03/30/2021		C		1,099,118	A	(1)	1,268,213	I	See Footnote(3)
Common Stock	03/30/2021		C		749,634	A	(1)	749,634	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 A Preferred Stock	(1)	03/30/2021		C			9,499,999	(1)	(1)	Common Stock	1,327,927	(1)	0	I	See Footnote(2)
Series A-1 Preferred Stock	(1)	03/30/2021		C			11,258,117	(1)	(1)	Common Stock	1,573,682	(1)	0	I	See Footnote(2)
Series A-2 Preferred Stock	(1)	03/30/2021		C			7,863,094	(1)	(1)	Common Stock	1,099,118	(1)	0	I	See Footnote(3)
Series B Preferred Stock	(1)	03/30/2021		C			5,362,888	(1)	(1)	Common Stock	749,634	(1)	0	I	See Footnote(4)

1. Name and Address of Reporting Person^*

Atlas Venture Fund X, L.P.

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ATLAS VENTURE ASSOCIATES X, L.P.

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates X, LLC

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Fund XI, L.P.

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates XI, L.P.

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates XI, LLC

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Opportunity Fund I, L.P.

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, L.P.

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates Opportunity I, LLC

(Last) (First) (Middle)

300 TECHNOLOGY SQUARE, 8TH FLOOR

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock (together, the "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 Preferred Stock converted into Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date.

2. These shares are held directly by Atlas Venture Fund X, L.P. ("Atlas X"). Atlas Venture Associates X, L.P. ("Associates X") is the general partner of Atlas X. Atlas Venture Associates X, LLC ("Associates X LLC") is the general partner of Associates X. Each of Associates X and Associates X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas X, except to the extent of its pecuniary interest therein, if any.

3. These shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas XI"). Atlas Venture Associates XI, L.P. ("Associates XI") is the general partner of Atlas XI. Atlas Venture Associates XI, LLC ("Associates XI LLC") is the general partner of Associates XI. Each of Associates XI and Associates XI LLC disclaims Section 16 beneficial ownership of the securities held by Atlas XI, except to the extent of its pecuniary interest therein, if any.

4. These shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Opportunity I"). Atlas Venture Associates Opportunity I, L.P. ("Associates I") is the general partner of Atlas Opportunity I. Atlas Venture Associates Opportunity I, LLC ("Associates I LLC") is the general partner of Associates I. Each of Associates I and Associates I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Opportunity I, except to the extent of its pecuniary interest therein, if any.

Remarks:

	Atlas Venture Fund X, L.P., By: Atlas Venture Associates X, L.P., its general partner, By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Associates X, L.P., By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Associates X, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Fund XI, L.P., By: Atlas Venture Associates XI, L.P., its general partner, By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Associates XI, L.P., By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Associates XI, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	Atlas Venture Associates Opportunity I, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan	04/01/2021
	** Signature of Reporting Person	Date
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