Blackstone Clarus III L.L.C. Form 3 Imago BioSciences / STEPHEN A SCHWARZMAN 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^*

Clarus Lifesciences III, L.P.

(Last) (First) (Middle)

C/O CLARUS VENTURES, LLC 101 MAIN STREET

SUITE 1210

(Street)

CAMBRIDGE MA 02142

(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)

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 A convertible Preferred Stock	(1)	(1)	Common Stock	1,872,217(2)	(1)	I	See Footnotes(3)(4)(5)
Series B convertible Preferred Stock	(1)	(1)	Common Stock	1,155,689(2)	(1)	I	See Footnotes(3)(4)(5)
Series C convertible Preferred Stock	(1)	(1)	Common Stock	197,131(2)	(1)	I	See Footnotes(3)(4)(5)

1. Name and Address of Reporting Person^*

Clarus Lifesciences III, L.P.

(Last) (First) (Middle)

C/O CLARUS VENTURES, LLC 101 MAIN STREET

SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Clarus Ventures III GP, L.P.

(Last) (First) (Middle)

C/O CLARUS VENTURES

101 MAIN STREET, SUITE 1210

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Clarus III L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings II L.P.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last) (First) (Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last) (First) (Middle)

345 PARK AVE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series A, Series B, and Series C convertible 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 and have no expiration date.

2. Reflects a 8.4-for-1 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

3. Reflects securities held directly by Clarus Lifesciences III, L.P. Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

5. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

CLARUS LIFESCIENCES III, L.P., By: Clarus Ventures III GP, L.P., its GP, By: Blackstone Clarus III, L.L.C., its GP, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD CLARUS VENTURES III GP, L.P., By: Blackstone Clarus III, L.L.C., its GP, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE CLARUS III L.L.C., By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Title: Senior Managing Director THE BLACKSTONE GROUP INC., By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Title: Senior Managing Director /s/ Stephen A. Schwarzman

	See Remarks	07/15/2021
	** Signature of Reporting Person	Date
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