Baker Bros. Advisors Lp - May 28, 2024 Form 4 Insider Report for Immunocore Holdings plc (IMCR)

Role
Director
Signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol
IMCR
Transactions as of
May 28, 2024
Transactions value $
$0
Form type
4
Date filed
5/29/2024, 04:53 PM
Previous filing
May 9, 2024
Next filing
May 29, 2024

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 IMCR Non-Qualified Share Option (right to buy) Award $0 +12.9K $0.00 12.9K May 28, 2024 Ordinary Shares 12.9K $46.05 See Footnotes F1, F2, F3, F4, F5, F6
transaction IMCR Non-Qualified Share Option (right to buy) Award $0 +12.9K $0.00 12.9K May 28, 2024 Ordinary Shares 12.9K $46.05 See Footnotes F1, F2, F3, F4, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 12,925 non-qualified options to purchase ordinary shares ("Share Options") of Immunocore Holdings plc (the "Issuer") granted to Ranjeev Krishana, a full-time employee of Baker Bros. Advisors LP (the "Adviser") pursuant to the Issuer's 2021 Equity Incentive Plan. The Share Options have a strike price of $46.05 and vest in equal monthly installments over three years subject to Ranjeev Krishana's continued service on the board of directors of the Issuer (the "Board"). The Share Options expire on May 27, 2035. Ranjeev Krishana serves on the Board as a representative of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") and their affiliates and control persons.
F2 Pursuant to the policies of the Adviser, Ranjeev Krishana does not have any right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the Share Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interests in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Share Options (i.e. no direct pecuniary interest). Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Share Options and any ordinary shares of the Issuer ("Ordinary Shares") acquired as a result of the exercise of the Share Options.
F3 The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by or for the benefit of the Funds.
F4 Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
F5 After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Share Options reported in column 9 of Table II held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
F6 The acquisition of Share Options reported on this form represents a single grant to Ranjeev Krishana of 12,925 Share Options on Table II. This grant of 12,925 Share Options for Ranjeev Krishana is reported for each of the Funds as each has an indirect pecuniary interest in such securities.
F7 After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Share Options reported in column 9 of Table II held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

Remarks:

Ranjeev Krishana, a full-time employee of Baker Bros. Advisors LP, is a director of Immunocore Holdings plc (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.