Andrew J. Schwab - Feb 23, 2023 Form 4 Insider Report for Enliven Therapeutics, Inc. (ELVN)

Role
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, 08:55 PM
Previous filing
Dec 7, 2021
Next filing
Aug 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ELVN Common Stock Award +4.84M 4.84M Feb 23, 2023 See footnote F1, F2
transaction ELVN Common Stock Award +960K 960K Feb 23, 2023 See footnote F1, F3
* 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"), provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of the 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 5AM Ventures VI, L.P. (5AM VI). 5AM Partners VI, LLC (5AM Partners) is the general partner of 5AM VI and may be deemed to have sole investment and voting power over the shares held by 5AM VI. As a managing member of 5AM Partners, the reporting person may be deemed to share voting and dispositive power over the shares held of record by 5AM VI but disclaims beneficial ownership of the securities held of record by 5AM VI except to the extent of his individual pecuniary interest therein.
F3 The shares held of record by 5AM Ventures Opportunities I, L.P. (5AM Opportunities). 5AM Opportunities I (GP), LLC (5AM Opportunities GP) is the general partner of 5AM Opportunities and may be deemed to have sole investment and voting power over the shares held by 5AM Opportunities. As a managing member 5AM Opportunities GP, the reporting person may be deemed to share voting and dispositive power over the shares held of record by 5AM Opportunities but disclaims beneficial ownership of the securities held of record by 5AM Opportunities except to the extent of his individual pecuniary interest therein.