Ra Capital Management, L.P. - Feb 23, 2023 Form 4 Insider Report for Enliven Therapeutics, Inc. (ELVN)

Signature
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.
Stock symbol
ELVN
Transactions as of
Feb 23, 2023
Transactions value $
$0
Form type
4
Date filed
2/27/2023, 03:31 PM
Previous filing
Feb 16, 2023
Next filing
Mar 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELVN Common Stock Award +1.15M +118.81% 2.12M Feb 23, 2023 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ra Capital Management, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Received in exchange for 3,905,254 shares of common stock of Enliven Therapeutics, Inc. ("Enliven") pursuant to an Agreement and Plan of Merger by and among Enliven, the Issuer, and Iguana Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub"), as amended (the "Merger Agreement"). Under the terms of the Merger Agreement, on February 23, 2023, Merger Sub merged with and into Enliven (the "Merger"), with Enliven surviving the Merger as a wholly-owned subsidiary of the Issuer and the surviving corporation of the Merger. Upon the closing of the Merger, each share of Enliven common stock was converted into the right to receive 0.295105222522519 shares of the Issuer's common stock. Subsequent to the Merger, the name of the Issuer was changed from Imara, Inc. to Enliven Therapeutics, Inc.
F2 On February 23, 2023, the Issuer effected a 1-for-4 reverse stock split of its common stock (the "Reverse Stock Split"). The number of shares reported on this Form 4 has been adjusted to reflect the Reverse Stock Split.
F3 Held directly by RA Capital Healthcare Fund, L.P. (the "Fund").
F4 RA Capital Management, L.P. (the "Adviser") is the investment manager for the Fund. The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.