Redmile Group, LLC - Feb 28, 2024 Form 4 Insider Report for IGM Biosciences, Inc. (IGMS)

Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
IGMS
Transactions as of
Feb 28, 2024
Transactions value $
$0
Form type
4
Date filed
3/1/2024, 09:30 PM
Previous filing
Feb 9, 2024
Next filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IGMS Common Stock Conversion of derivative security $0 +113K +3.81% $0.00 3.09M Feb 28, 2024 See Footnote F1, F4

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 Conversion of derivative security $0 -113K -1.55% $0.00 7.2M Feb 28, 2024 Common Stock 113K See Footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 28, 2024, a private investment vehicle managed by Redmile Group, LLC ("Redmile") converted certain shares of the Issuer's non-voting common stock ("Non-Voting Stock") to shares of the Issuer's common stock ("Voting Stock").
F2 Shares of Non-Voting Stock are convertible into shares of Voting Stock in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Certificate") at any time and from time to time at the holder's election on a 1-for-1 basis for no additional consideration. Such conversion rate is reflected in the amount listed under Column 7. The Certificate provides that the holder may not convert any shares of Non-Voting 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 Voting 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.
F3 On December 4, 2023, the private investment vehicles managed by Redmile (the "Redmile Clients") that directly own shares of the Non-Voting Stock elected to increase the beneficial ownership percentage applicable to their shares from 4.99% to 10.95%, which increase became effective 61 days after the date of such election. The Non-Voting Stock has no expiration date.
F4 The reported securities are held directly by the Redmile Clients and may be deemed beneficially owned by Redmile as the investment manager of such Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Michael 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 and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.