Redmile Group, LLC - 14 Aug 2025 Form 4 Insider Report for IGM Biosciences, Inc. (IGMS)

Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Issuer symbol
IGMS
Transactions as of
14 Aug 2025
Net transactions value
$0
Form type
4
Filing time
15 Aug 2025, 17:00:13 UTC
Previous filing
16 Jul 2025
Next filing
26 Aug 2025

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Redmile Group, LLC Director, 10%+ Owner ONE LETTERMAN DRIVE, BUILDING D, SUITE D3-300, SAN FRANCISCO By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC 15 Aug 2025 0001425738
Green Jeremy 10%+ Owner C/O REDMILE GROUP, LLC (NY OFFICE), 45 W. 27TH STREET, FLOOR 11, NEW YORK /s/ Jeremy Green 15 Aug 2025 0001650527

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IGMS Common Stock Disposed to Issuer -2,964,843 -100% 0 14 Aug 2025 See Footnotes F1, 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 Disposed to Issuer -7,199,325 -100% 0 14 Aug 2025 Common Stock 7,199,325 See Footnotes F1, F3, F5, F6
transaction IGMS Pre-Funded Warrants to Purchase Common Stock Disposed to Issuer -667,666 -100% 0 14 Aug 2025 Common Stock 667,666 $0.0100 See Footnotes F2, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Redmile Group, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On August 14, 2025, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 1, 2025, among the Issuer, Concentra Biosciences, LLC, a Delaware limited liability company ("Parent"), and Concentra Merger Sub V, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer to purchase all outstanding shares of the Issuer's Common Stock and Non-Voting Common Stock ("Issuer Shares") in exchange for (a) a price per share of $1.247 in cash (the "Offer Price"), subject to applicable tax withholding and without interest, plus (b) one contingent value right ("CVR") per share subject to the terms and conditions of a Contingent Value Rights Agreement ("CVR Agreement"). The tender offer expired one minute following 11:59 p.m., Eastern Time, on August 13, 2025 (the "Offer Closing").
F2 On August 14, 2025, the Issuer completed its merger transaction with and into Merger Sub pursuant to the terms of the Merger Agreement, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective date and time of the Merger (the "Merger Closing"), each outstanding and unexercised pre-funded warrant to purchase shares of the Issuer's Common Stock (each, a "Pre-Funded Warrant") was cancelled and the holder received the right to a cash amount based on the Offer Price, subject to applicable tax withholding and without interest, less the exercise price per share underlying the Pre-Funded Warrant, plus one CVR per underlying share subject to the terms and conditions of a CVR Agreement.
F3 The Non-Voting Common Stock was 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. The Non-Voting Common Stock had no expiration date.
F4 The Pre-Funded Warrants to purchase common stock of the Issuer have no expiration date.
F5 The Common Stock, Non-Voting Common Stock, and Pre-Funded Warrants of the Issuer reported herein were directly owned by certain private investment vehicles managed by Redmile (each, a "Redmile Fund"), and may have been deemed beneficially owned by Redmile as investment manager of the Redmile Funds.
F6 The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any, and this Form 4 shall not be deemed an admission that either Reporting Person 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.

Remarks:

Michael Lee, a managing director of Redmile, resigned as a member of the board of directors of the Issuer immediately prior to the Merger Closing.