Samuel Kintz - Feb 23, 2023 Form 4 Insider Report for Enliven Therapeutics, Inc. (ELVN)

Role
President and CEO, Director
Signature
/s/ Ben Hohl, by power of attorney
Stock symbol
ELVN
Transactions as of
Feb 23, 2023
Transactions value $
$0
Form type
4
Date filed
2/27/2023, 08:33 PM
Next filing
Apr 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELVN Common Stock Award +1.09M 1.09M Feb 23, 2023 See footnote F1, F2
transaction ELVN Common Stock Award +88.5K 88.5K Feb 23, 2023 See footnote F1, F3
transaction ELVN Common Stock Award +88.5K 88.5K Feb 23, 2023 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 ELVN Employee Stock Option (right to buy) Award +345K 345K Feb 23, 2023 Common Stock 345K $1.12 Direct F5, F6
transaction ELVN Employee Stock Option (right to buy) Award +404K 404K Feb 23, 2023 Common Stock 404K $2.48 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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"), which provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of Imara (the "Merger"). At the effective time of the Merger, each share of Enliven common stock was converted into the right to receive a number of shares of Imara common stock equal to an exchange ratio of approximately 0.2951 shares of Imara common stock for each share of Enliven common stock. After completion of the Merger, the combined company will be renamed "Enliven Therapeutics, Inc." and the common stock of the combined company will trade on The Nasdaq Stock Market under the symbol "ELVN."
F2 The shares are held of record by The Kintz & Egan Trust Dated March 30, 2019 for which the reporting person serves as trustee.
F3 The shares held of record by an irrevocable trust dated October 26, 2021 for the benefit of Mr. Kintz's elder son and for which Mr. Kintz serves as an investment advisor.
F4 The shares held of record by an irrevocable trust dated October 26, 2021 for the benefit of Mr. Kintz's younger son and for which Mr. Kintz serves as an investment advisor
F5 The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on May 3, 2020.
F6 In connection with the Merger, 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 (rounded down to the nearest whole share number), 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).
F7 The shares subject to the option vest in 48 equal monthly installments beginning on January 14, 2021.