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

Role
Chief Operating Officer
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, 08:35 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 +36.7K 36.7K Feb 23, 2023 Direct F1
transaction ELVN Common Stock Award +394K 394K Feb 23, 2023 See footnote F1, F2

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 +10.8K 10.8K Feb 23, 2023 Common Stock 10.8K $1.12 Direct F3, F4
transaction ELVN Employee Stock Option (right to buy) Award +2.83K 2.83K Feb 23, 2023 Common Stock 2.83K $2.48 Direct F4, F5
transaction ELVN Employee Stock Option (right to buy) Award +75.6K 75.6K Feb 23, 2023 Common Stock 75.6K $2.48 Direct F4, F6
* 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 by The Patel / Dong Family Trust Dated August 24 2017 for which the reporting person serves as trustee.
F3 Shares subject to the option vest in 48 equal monthly installments beginning on May 3, 2020.
F4 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).
F5 Shares subject to the option vest in 24 equal monthly installments beginning on September 9, 2022.
F6 Shares subject to the option vest in 48 equal monthly installments beginning on August 14, 2021.