Jennifer Peppe Form 4 Imago BioSciences / Jennifer Peppe 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Peppe Jennifer

(Last) (First) (Middle)

C/O IMAGO BIOSCIENCES, INC.

329 OYSTER POINT BLVD, 3RD FLOOR

(Street)

SOUTH SAN FRANCISCO CA 94080

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2022

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

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

X	Form filed by One Reporting Person
	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	12/15/2022		M		28,317	A	$2.1	177,126	D
Common Stock	12/15/2022		M		12,400	A	$4.2	189,526	D
Common Stock	12/15/2022		M		58,551	A	$2.52	248,077	D
Common Stock	12/15/2022		M		8,009	A	$1.52	256,086	D
Common Stock	12/15/2022		M		10,000	A	$22.76	266,086	D
Common Stock	12/15/2022		M		2,145	A	$15.45	268,231	D
Common Stock	12/15/2022		S		119,422	D	$35.7994(1)	148,809	D

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
Stock Option (Right to buy)	$2.1	12/15/2022		M			28,317	(2)	09/09/2030	Common Stock	28,317	$0	23,562	D
Stock Option (Right to buy)	$4.2	12/15/2022		M			12,400	(3)	02/04/2031	Common Stock	12,400	$0	11,409	D
Stock Option (Right to buy)	$2.52	12/15/2022		M			58,551	01/01/2021	03/28/2027	Common Stock	58,551	$0	0	D
Stock Option (Right to buy)	$1.52	12/15/2022		M			8,009	(4)	04/09/2029	Common Stock	8,009	$0	2,729	D
Stock Option (Right to buy)	$22.76	12/15/2022		M			10,000	(5)	11/16/2031	Common Stock	10,000	$0	81,500	D
Stock Option (Right to buy)	$15.45	12/15/2022		M			2,145	(6)	11/07/2032	Common Stock	2,145	$0	100,855	D

Explanation of Responses:

1. The transaction was executed in multiple trades in prices ranging from $35.77 to $35.855, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

2. The Option vests with respect to 25% of the shares subject thereto on July 7, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.

3. One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from November 12, 2020 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.

4. One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from April 10, 2019 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.

5. 25% of the shares subject to the option vest on the first anniversary measured from November 17, 2021 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

6. One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from November 8, 2022 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.

Remarks:

Global Head, Clinical Operations On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Merck Sharpe & Dohme LLC and M-Inspire Merger Sub, Inc., providing for the merger of M-Inspire Merger Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Merck Sharpe & Dohme LLC. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, the Reporting Person entered into the transactions disclosed on this Form 4.

	/s/ Hugh Rienhoff, as Attorney-in-fact for Jennifer Peppe	12/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.