Clarus Lifesciences III, L.P. - 15 Jul 2021 Form 3 Insider Report for Imago BioSciences, Inc.

Role
10%+ Owner
Signature
See Remarks
Issuer symbol
N/A
Transactions as of
15 Jul 2021
Net transactions value
$0
Form type
3
Filing time
15 Jul 2021, 17:45:24 UTC
Previous filing
14 May 2021
Next filing
20 Jul 2021
SEC
View on sec.gov

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
holding IMGO Series A convertible Preferred Stock 15 Jul 2021 Common Stock 1,872,217 See Footnotes F1, F2, F3, F4, F5
holding IMGO Series B convertible Preferred Stock 15 Jul 2021 Common Stock 1,155,689 See Footnotes F1, F2, F3, F4, F5
holding IMGO Series C convertible Preferred Stock 15 Jul 2021 Common Stock 197,131 See Footnotes F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Series A, Series B, and Series C convertible preferred stock shall automatically convert into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and have no expiration date.
F2 Reflects a 8.4-for-1 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.
F3 Reflects securities held directly by Clarus Lifesciences III, L.P. Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
F4 Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
F5 Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

CLARUS LIFESCIENCES III, L.P., By: Clarus Ventures III GP, L.P., its GP, By: Blackstone Clarus III, L.L.C., its GP, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, SMD CLARUS VENTURES III GP, L.P., By: Blackstone Clarus III, L.L.C., its GP, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP, By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE CLARUS III L.L.C., By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Title: Senior Managing Director THE BLACKSTONE GROUP INC., By: /s/ Tabea Hsi, Title: Senior Managing Director BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Title: Senior Managing Director /s/ Stephen A. Schwarzman