Richard A. Heyman - Feb 23, 2023 Form 4 Insider Report for Enliven Therapeutics, Inc. (ELVN)

Role: Director
Signature: /s/ Galya Blachman, by power of attorney
Stock symbol: ELVN
Transactions as of: Feb 23, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/27/2023, 08:54 PM
Previous filing: Jun 22, 2022
Next filing: Jun 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ELVN	Common Stock	Award		+150K			150K	Feb 23, 2023	Direct	F1
transaction	ELVN	Common Stock	Award		+37.4K			37.4K	Feb 23, 2023	See footnote	F1, F2
transaction	ELVN	Common Stock	Award		+31.2K			31.2K	Feb 23, 2023	See footnote	F1, F3

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		+20.7K			20.7K	Feb 23, 2023	Common Stock	20.7K	$2.48	Direct	F4, F5

* 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 held of record by the Richard A. Heyman and Anne E. Daigle Trust, dated November 1, 2016 for which the reporting person serves as trustee.
F3	The shares held of record by RAHD Capital LLC for which the reporting person serves as a managing member.
F4	The option is subject to an early exercise provision and the shares underlying the option vest in 48 equal monthly installments beginning on January 14, 2021.
F5	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).