DENNIS HENNER - 11 Jan 2023 Form 4 Insider Report for Imago BioSciences, Inc.

Role
Director
Signature
/s/Hugh Y. Rienhoff, as Attorney-in-fact for Dennis Henner
Issuer symbol
N/A
Transactions as of
11 Jan 2023
Net transactions value
-$939,420
Form type
4
Filing time
11 Jan 2023, 15:16:50 UTC
Previous filing
03 Jun 2022
SEC
View on sec.gov

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 $939,420 -26,095 -100% $36.00 0 11 Jan 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 -11,904 -100% 0 11 Jan 2023 Common Stock 11,904 $15.65 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DENNIS HENNER 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, was 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.
F2 The Reporting Person disclaims beneficial ownership of these securities and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose. The Reporting Person is an employee of Blackstone Inc. or one of its affiliates ("Blackstone"). Pursuant to arrangements between the Reporting Person and Blackstone, the Reporting Person is required to transfer to Blackstone any and all compensation received in connection with his directorship for any company Blackstone invests in or advises.

Remarks:

Mr. Henner, an Executive Advisor to Blackstone or one of its affiliates, is a member of the board of directors of the Issuer. Mr. Henner disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by affiliates of Blackstone.