Hugh Y. Rienhoff - 11 Jan 2023 Form 4 Insider Report for Imago BioSciences, Inc.

Role: Chief Executive Officer, Director
Signature: /s/Hugh Y. Rienhoff
Issuer symbol: N/A
Transactions as of: 11 Jan 2023
Net transactions value: -$18,061,272
Form type: 4
Filing time: 11 Jan 2023, 15:17:21 UTC
Previous filing: 05 Jan 2023
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	$18,061,272	-501,702	-100%	$36.00	0	11 Jan 2023	Direct

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

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	IMGO	Stock Option (Right to Buy)	Disposed to Issuer	-62,207	-100%	11 Jan 2023	Common Stock	62,207	$2.10	Direct	F1
transaction	IMGO	Stock Option (Right to Buy)	Disposed to Issuer	-11,908	-100%	11 Jan 2023	Common Stock	11,908	$1.52	Direct	F1
transaction	IMGO	Stock Option (Right to Buy)	Disposed to Issuer	-306,000	-100%	11 Jan 2023	Common Stock	306,000	$15.45	Direct	F1
transaction	IMGO	Stock Option (Right to Buy)	Disposed to Issuer	-306,000	-100%	11 Jan 2023	Common Stock	306,000	$22.76	Direct	F1
transaction	IMGO	Stock Option (Right to Buy)	Disposed to Issuer	-609,441	-100%	11 Jan 2023	Common Stock	609,441	$4.20	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Hugh Y. Rienhoff 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.

Content

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.