Redmile Group, LLC - Mar 31, 2022 Form 4 Insider Report for IGM Biosciences, Inc. (IGMS)

Role: Director, 10%+ Owner
Signature: By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol: IGMS
Transactions as of: Mar 31, 2022
Transactions value $: $59,999,985
Form type: 4
Date filed: 4/4/2022, 09:45 PM
Previous filing: Mar 15, 2022
Next filing: Apr 6, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IGMS	Common Stock	Award	$0	+230	+0.01%	$0.00	3.34M	Mar 31, 2022	See Footnotes	F1, F2, F5, F6

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	IGMS	Non-Voting Common Stock	Purchase	$60M	+2.61M	+137.91%	$23.00	4.5M	Apr 1, 2022	Common Stock	2.61M		See Footnotes	F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The amount reflects payment to Mr. Michael Lee of a quarterly retainer in common stock pursuant to the Issuer's Outside Director Compensation Policy.
F2	These securities were granted to Mr. Lee, a managing director of Redmile Group, LLC ("Redmile"), in connection with his service as a member of the Board of Directors of the Issuer. Pursuant to the policies of Redmile, Mr. Lee holds these securities as a nominee on behalf, and for the sole benefit, of Redmile and has assigned all economic, pecuniary and voting rights in respect of the securities to Redmile. Mr. Lee disclaims beneficial ownership of the securities, and the filing of this Form 4 shall not be deemed an admission that Mr. Lee is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3	On April 1, 2022, certain private investment vehicles managed by Redmile (the "Redmile Funds") participated in an underwritten public offering of the Issuer's non-voting common stock. The Non-Voting Common Stock is convertible into shares of the Issuer's common stock at any time, in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation at any time and from time to time at the holder's election on a 1-for-1 basis. Such conversion rate is reflected in the amount listed under Column 7.
F4	(cont'd from 3) The Issuer's Amended and Restated Certificate of Incorporation provides that the holder may not convert any shares of Non-Voting Common Stock if, after giving effect to the attempted conversion, the holder and its affiliates would collectively beneficially own more than 4.99% of the number of shares of Common Stock outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Non-Voting Common Stock has no expiration date. The non-voting common stock held by the Redmile Funds may be deemed beneficially owned by Redmile as the investment manager of such Redmile Funds.
F5	The securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (the "Reporting Persons") disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein, and this Form 4 shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F6	Mr. Lee, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.