Amy E. Tapper - 16 Dec 2022 Form 4 Insider Report for Imago BioSciences, Inc.

Reporting relationship: Officer
Issuer ticker: N/A
Reported as of: 16 Dec 2022
Net transaction value: -$3,368,906
SEC form: 4
Accepted by SEC: 20 Dec 2022, 15:19:39 UTC
Prior SEC filing: 14 Nov 2022
Next SEC filing: 05 Jan 2023
Source filing: View source filing
Reporting owner signature: /s/ Hugh Rienhoff, as Attorney-in-Fact for Amy E. Tapper

Key filing fact

Amy E. Tapper filed Form 4 for Imago BioSciences, Inc. on 20 Dec 2022.

Key facts

This page summarizes Amy E. Tapper's Form 4 filing for Imago BioSciences, Inc..
11 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 20 Dec 2022, 15:19.

Change

Previous filing in this sequence was filed on 14 Nov 2022.
Current net transaction value: -$3,368,906.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

IMGO transaction

Common Stock

Options Exercise

Transaction value: $61,868
Shares: +29,461
Change %: +25%
Price: $2.10^*
Shares after: 148,508
Date: 16 Dec 2022
Ownership: Direct

IMGO transaction

Common Stock

Options Exercise

Transaction value: $13,035
Shares: +5,952
Change %: +4%
Price: $2.19^*
Shares after: 154,460
Date: 16 Dec 2022
Ownership: Direct

IMGO transaction

Common Stock

Options Exercise

Transaction value: $5,403
Shares: +2,380
Change %: +1.5%
Price: $2.27^*
Shares after: 156,840
Date: 16 Dec 2022
Ownership: Direct

IMGO transaction

Common Stock

Options Exercise

Transaction value: $112,140
Shares: +44,500
Change %: +28%
Price: $2.52^*
Shares after: 201,340
Date: 16 Dec 2022
Ownership: Direct

IMGO transaction

Common Stock

Options Exercise

Transaction value: $27,374
Shares: +18,009
Change %: +8.9%
Price: $1.52^*
Shares after: 219,349
Date: 16 Dec 2022
Ownership: Direct

IMGO transaction

Common Stock

Sale

Transaction value: $3,588,725
Shares: -100,302
Change %: -46%
Price: $35.78
Shares after: 119,047
Date: 16 Dec 2022
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

IMGO transaction Derivative

Stock Option (Right to buy)

Options Exercise

Transaction value: $0
Shares: -29,461
Change %: -56%
Price: $0.000000
Shares after: 23,562
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 29,461
Exercise price: $2.10
Footnotes: F2

IMGO transaction Derivative

Stock Option (Right to buy)

Options Exercise

Transaction value: $0
Shares: -5,952
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,952
Exercise price: $2.19

IMGO transaction Derivative

Stock Option (Right to buy)

Options Exercise

Transaction value: $0
Shares: -2,380
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,380
Exercise price: $2.27

IMGO transaction Derivative

Stock Option (Right to buy)

Options Exercise

Transaction value: $0
Shares: -44,500
Change %: -84%
Price: $0.000000
Shares after: 8,232
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 44,500
Exercise price: $2.52

IMGO transaction Derivative

Stock Option (Right to buy)

Options Exercise

Transaction value: $0
Shares: -18,009
Change %: -87%
Price: $0.000000
Shares after: 2,729
Date: 16 Dec 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 18,009
Exercise price: $1.52
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

The transaction was executed in multiple trades in prices ranging from $35.77 to $35.79, 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.

Footnote F2

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.

Footnote F3

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.

SEC remarks

Chief, Technical Operations 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.