Topsoe Holding A/S - 14 Aug 2025 Form 4 Insider Report for IGM Biosciences, Inc. (IGMS)

Role
10%+ Owner
Signature
/s/ Henrik Gaarn Bak, Managing Director of Topsoe Holding A/S
Issuer symbol
IGMS
Transactions as of
14 Aug 2025
Net transactions value
$0
Form type
4
Filing time
14 Aug 2025, 17:28:15 UTC
Previous filing
28 Jun 2023
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Topsoe Holding A/S 10%+ Owner HALDOR TOPSOES ALLE 1, KGS. LYNGBY, DENMARK /s/ Henrik Gaarn Bak, Managing Director of Topsoe Holding A/S 14 Aug 2025 0001788357

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IGMS Common Stock Disposed to Issuer -10,400,564 -100% 0 14 Aug 2025 Direct 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 IGMS Non-Voting Common Stock Disposed to Issuer $0 -5,044,295 -100% $0.000000 0 14 Aug 2025 Common Stock 5,044,295 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Topsoe Holding A/S is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger dated July 1, 2025, by and among IGM Biosciences, Inc. (the "Company"), Concentra Biosciences, LLC, a Delaware limited liability company ("Parent"), and Concentra Merger Sub V, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on August 14, 2025, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding share of the Company's Common Stock and Non-Voting Common Stock was cancelled and converted into the right to receive (i) an amount equal to $1.247 in cash and (ii) one contractual contingent value right (a "CVR") subject to the terms and conditions of a Contingent Value Rights Agreement.
F2 Prior to the Merger, the shares were held directly by Topsoe Holding A/S. Jakob Haldor Topsoe, Christina Teng Topsoe, Anne Haugwitz-Hardenberg-Reventlow, Emil Oigaard, Thomas Schleicher and Birgitte Nielsen, members of the board of directors of Topsoe Holding A/S, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any.
F3 Prior to the Merger, the shares of Non-Voting Common Stock were convertible into the Issuer's Common Stock on a 1-for-1 basis (subject to a 4.99% beneficial ownership limitation that may be increased or decreased by the holder of such shares) and had no expiration date.