Blackstone Clarus III L.L.C. Form 4 Imago BioSciences / STEPHEN A SCHWARZMAN ownership change

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^*

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

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)
07/20/2021

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	07/20/2021		C		1,872,217	A	(1)	1,872,217	I	See Footnote(2)(3)(4)
Common Stock	07/20/2021		C		1,155,689	A	(1)	3,027,906	I	See Footnote(2)(3)(4)
Common Stock	07/20/2021		C		197,131	A	(1)	3,225,037	I	See Footnote(2)(3)(4)
Common Stock	07/20/2021		P		150,000	A	$16	3,375,037	I	See Footnote(2)(3)(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 convertible Preferred Stock	(1)	07/20/2021		C			1,872,217	(1)	(1)	Common Stock	1,872,217	$0.00	0	I	See Footnote(2)(3)(4)
Series B convertible Preferred Stock	(1)	07/20/2021		C			1,155,689	(1)	(1)	Common Stock	1,155,689	$0.00	0	I	See Footnote(2)(3)(4)
Series C convertible Preferred Stock	(1)	07/20/2021		C			197,131	(1)	(1)	Common Stock	197,131	$0.00	0	I	See Footnote(2)(3)(4)

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 AVENUE

(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 AVENUE

(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 AVENUE

(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 AVENUE

(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 AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into one (1) shares of the issuer's Common Stock immediately upon the closing of the issuer's initial public offering on July 20, 2021 and had no expiration date.

2. 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.

3. 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.

4. 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	07/20/2021
	** Signature of Reporting Person	Date
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