Pfizer (PFE) 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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X

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^*

PFIZER INC

(Last) (First) (Middle)

235 E 42ND ST

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMARA Inc. [ IMRA ]

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)
03/16/2020

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	03/16/2020		C		76,003	A	(1)	76,003	D(4)
Common Stock	03/16/2020		C		868,467	A	(2)	868,467	I(4)	By Pfizer Ventures (US) LLC
Common Stock	03/16/2020		C		300,752	A	(3)	1,169,219	I(4)	By Pfizer Ventures (US) LLC
Common Stock	03/16/2020		P		312,500	A	$16(5)	1,481,719	I(4)	By Pfizer Ventures (US) LLC

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 Seed Preferred Stock	(1)	03/16/2020		C			478,749	(1)	(1)	Common Stock	76,003	$0	0	D(4)
Series A Preferred Stock	(2)	03/16/2020		C			5,470,492	(2)	(2)	Common Stock	868,467	$0	0	I(4)	By Pfizer Ventures (US) LLC
Series B Preferred Stock	(3)	03/16/2020		C			1,894,444	(3)	(3)	Common Stock	300,752	$0	0	I(4)	By Pfizer Ventures (US) LLC

1. Name and Address of Reporting Person^*

PFIZER INC

(Last) (First) (Middle)

235 E 42ND ST

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pfizer Ventures (US) LLC

(Last) (First) (Middle)

235 EAST 42ND STREET

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. On March 16, 2020, each share of Series Seed Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series Seed 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 Series Seed Preferred Stock had no expiration date.

2. On March 16, 2020, each share of Series A Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A 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 Series A Preferred Stock had no expiration date.

3. On March 16, 2020, the Issuer's Series B Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B 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 Series B Preferred Stock had no expiration date.

4. Each reporting person disclaims ownership of securities held by each other reporting person, except to the extent of its respective pecuniary interest therein.

5. Pfizer Ventures (US) LLC purchased 312,500 additional shares of common stock in the Issuer's initial public offering at the initial public offering price of $16.00 per share.

	Pfizer Inc., By /s/ Susan Grant, Assistant Secretary	03/16/2020
	Pfizer Ventures (US) LLC, By /s/ Susan Grant, Secretary	03/16/2020
	** Signature of Reporting Person	Date
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