Hugh Rienhoff JR Form 3 Imago BioSciences / Hugh Rienhoff JR 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Rienhoff Hugh JR

(Last) (First) (Middle)

C/O IMAGO BIOSCIENCES, INC.

329 OYSTER POINT BLVD, 3RD FLOOR

(Street)

SOUTH SAN FRANCISCO CA 94080

(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)

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

5. 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 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)
Common Stock	488,689(1)	D

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
Stock Option (Right to Buy)	11/09/2020	11/08/2026	Common Stock	4,761(1)	2.52(1)	D
Stock Option (Right to Buy)	01/01/2021	03/28/2027	Common Stock	254,624(1)	2.52(1)	D
Stock Option (Right to Buy)	(2)	04/09/2029	Common Stock	142,857(1)	1.52(1)	D
Stock Option (Right to Buy)	(3)	09/09/2030	Common Stock	157,142(1)	2.1(1)	D
Stock Option (Right to Buy)	(4)	02/04/2031	Common Stock	609,441(1)	4.2(1)	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

	/s/ Matthew Plunkett, as Attorney-in-fact for Hugh Rienhoff, Jr.	07/15/2021
	** 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 5 (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.