Michael Arenberg - Jan 11, 2023 Form 4 Insider Report for Imago BioSciences, Inc. (IMGO)

Role
Chief Operating and Business Officer
Signature
/s/Hugh Rienhoff, as Attorney-in-fact for Michael Arenberg
Stock symbol
IMGO
Transactions as of
Jan 11, 2023
Transactions value $
-$1,855,152
Form type
4
Date filed
1/11/2023, 03:16 PM
Previous filing
Jan 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IMGO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$1.86M -51.5K -100% $36.00 0 Jan 11, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IMGO Stock Option (Right to Buy) Disposed to Issuer -4 -100% 0 Jan 11, 2023 Common Stock 4 $15.45 Direct F1
transaction IMGO Stock Option (Right to Buy) Disposed to Issuer -304K -100% 0 Jan 11, 2023 Common Stock 304K $18.44 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Arenberg is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), 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. Pursuant to the Merger Agreement, each option to purchase common stock of the Issuer, whether vested or unvested, outstanding immeditately prior to the effective time of the Merger, were exchanged for a cash payment equal to (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of $36.00 over the per share exercise price under such option.

Remarks:

Chief Operating and Business Officer