Dennis Henner - 11 Jan 2023 Form 4 Insider Report for Imago BioSciences, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
11 Jan 2023, 15:16:50 UTC
Prior SEC filing
03 Jun 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/Hugh Y. Rienhoff, as Attorney-in-fact for Dennis Henner

Key filing fact

Dennis Henner filed Form 4 for Imago BioSciences, Inc. on 11 Jan 2023.

Key facts

  • This page summarizes Dennis Henner's Form 4 filing for Imago BioSciences, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 11 Jan 2023, 15:16.

Change

  • Previous filing in this sequence was filed on 03 Jun 2022.
  • Current net transaction value: -$939,420.

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

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
$939,420
Shares
-26,095
Change %
-100%
Price
$36.00
Shares after
0
Date
11 Jan 2023
Ownership
Direct

Reported derivative securities

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

IMGO transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-11,904
Change %
-100%
Price
Shares after
0
Date
11 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
11,904
Exercise price
$15.65
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dennis Henner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote F1

On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), 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. Pursuant to the Merger Agreement, each option to purchase common stock of the Issuer, whether vested or unvested, outstanding immeditately prior to the effective time of the Merger, was exchanged for a cash payment equal to (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of $36.00 over the per share exercise price under such option.

Footnote F2

The Reporting Person disclaims beneficial ownership of these securities and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose. The Reporting Person is an employee of Blackstone Inc. or one of its affiliates ("Blackstone"). Pursuant to arrangements between the Reporting Person and Blackstone, the Reporting Person is required to transfer to Blackstone any and all compensation received in connection with his directorship for any company Blackstone invests in or advises.

SEC remarks

Mr. Henner, an Executive Advisor to Blackstone or one of its affiliates, is a member of the board of directors of the Issuer. Mr. Henner disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by affiliates of Blackstone.

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