Helen Louise Collins - 23 Feb 2023 Form 4 Insider Report for Enliven Therapeutics, Inc. (ELVN)

Role
Chief Medical Officer
Signature
/s/ Ben Hohl, by power of attorney
Issuer symbol
ELVN
Transactions as of
23 Feb 2023
Net transactions value
$0
Form type
4
Filing time
27 Feb 2023, 20:32:25 UTC
Previous filing
23 Jun 2022
Next filing
06 Apr 2023
SEC
View on sec.gov

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 ELVN Employee Stock Option (right to buy) Award +287,084 287,084 23 Feb 2023 Common Stock 287,084 $2.48 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 One-fourth of the shares subject to the option vested on June 17, 2022, and the remainder vest in 36 equal monthly installments thereafter.
F2 Pursuant to the Agreement and Plan of Merger, dated as of October 13, 2022 (the "Merger Agreement"), by and among Imara Inc. ("Imara"), Enliven Therapeutics, Inc., ("Enliven") and Iguana Merger Sub, Inc., a wholly owned subsidiary of the Issuer (the "Merger Sub"), each Enliven stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Imara and became an option to acquire, on the same terms and conditions as were applicable to such Enliven stock option immediately prior to the effective time of the Merger, a number of shares of Imara common stock equal to the number of shares of Enliven common stock subject to the unexercised portion of the Enliven stock option immediately prior to the effective time of the Merger, multiplied by the exchange ratio of approximately 0.2951 shares of Imara common stock for each share of Enliven common stock (rounded down to the nearest whole share number), (footnote continued in footnote (3))
F3 (continued from footnote (2)): with an exercise price per share for the options equal to the exercise price per share of such Enliven stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent).