Hugh Y. Rienhoff - 15 Dec 2022 Form 4 Insider Report for Imago BioSciences, Inc.

Role
Chief Executive Officer, Director
Signature
/s/ Hugh Rienhoff
Issuer symbol
N/A
Transactions as of
15 Dec 2022
Net transactions value
-$15,909,650
Form type
4
Filing time
19 Dec 2022, 15:11:37 UTC
Previous filing
14 Nov 2022
Next filing
05 Jan 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IMGO Common Stock Options Exercise $120,740 +57,495 +12% $2.10* 547,021 15 Dec 2022 Direct F1
transaction IMGO Common Stock Options Exercise $257,819 +102,309 +19% $2.52* 649,330 15 Dec 2022 Direct
transaction IMGO Common Stock Options Exercise $70,688 +46,505 +7.2% $1.52* 695,835 15 Dec 2022 Direct
transaction IMGO Common Stock Sale $7,385,945 -206,309 -30% $35.80 489,526 15 Dec 2022 Direct F2
transaction IMGO Common Stock Options Exercise $128,355 +84,444 +17% $1.52* 573,970 16 Dec 2022 Direct
transaction IMGO Common Stock Options Exercise $78,624 +37,440 +6.5% $2.10* 611,410 16 Dec 2022 Direct
transaction IMGO Common Stock Options Exercise $365,148 +144,900 +24% $2.52* 756,310 16 Dec 2022 Direct
transaction IMGO Common Stock Sale $9,545,078 -266,784 -35% $35.78 489,526 16 Dec 2022 Direct 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 IMGO Stock Option (Right to Buy) Options Exercise $0 -57,495 -37% $0.000000 99,647 15 Dec 2022 Common Stock 57,495 $2.10 Direct F4
transaction IMGO Stock Option (Right to Buy) Options Exercise $0 -102,309 -40% $0.000000 152,315 15 Dec 2022 Common Stock 102,309 $2.52 Direct
transaction IMGO Stock Option (Right to Buy) Options Exercise $0 -46,505 -33% $0.000000 96,352 15 Dec 2022 Common Stock 46,505 $1.52 Direct F5
transaction IMGO Stock Option (Right to Buy) Options Exercise $0 -84,444 -88% $0.000000 11,908 16 Dec 2022 Common Stock 84,444 $1.52 Direct F5
transaction IMGO Stock Option (Right to Buy) Options Exercise $0 -37,440 -38% $0.000000 62,207 16 Dec 2022 Common Stock 37,440 $2.10 Direct F4
transaction IMGO Stock Option (Right to Buy) Options Exercise $0 -144,900 -95% $0.000000 7,415 16 Dec 2022 Common Stock 144,900 $2.52 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 837 shares of Common Stock received from Clarus Ventures III GP, L.P. in a pro rata distribution in-kind.
F2 The transaction was executed in multiple trades in prices ranging from $35.78 to $35.86, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F3 The transaction was executed in multiple trades in prices ranging from $35.76 to $35.82, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F4 The Option vests with respect to 25% of the shares subject thereto on July 7, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.
F5 One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from April 10, 2019 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.

Remarks:

On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Merck Sharpe & Dohme LLC and M-Inspire Merger Sub, Inc., providing for the merger of M-Inspire Merger Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Merck Sharpe & Dohme LLC. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, the Reporting Person entered into the transactions disclosed on this Form 4.