Commodore Capital LP - 23 Feb 2023 Form 4 Insider Report for Enliven Therapeutics, Inc. (ELVN)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
27 Feb 2023, 16:14:19 UTC
Prior SEC filing
23 Feb 2023
Next SEC filing
22 Jun 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael Kramarz, Managing Partner

Key filing fact

Commodore Capital LP filed Form 4 for Enliven Therapeutics, Inc. (ELVN) on 27 Feb 2023.

Key facts

  • This page summarizes Commodore Capital LP's Form 4 filing for Enliven Therapeutics, Inc. (ELVN).
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 27 Feb 2023, 16:14.

Change

  • Previous filing in this sequence was filed on 23 Feb 2023.
  • Current net transaction value: +$13,723.

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.

ELVN transaction

Common stock, par value $0.001 per share

Purchase

Transaction value
$13,723
Shares
+622
Change %
+0.09%
Price
$22.07
Shares after
718,749
Date
23 Feb 2023
Ownership
By Commodore Capital Master LP
Footnotes
F1, F2
ELVN transaction

Common stock, par value $0.001 per share

Other

Transaction value
Shares
+729,891
Change %
+102%
Price
Shares after
1,448,640
Date
23 Feb 2023
Ownership
By Commodore Capital Master LP
Footnotes
F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 3 footnotes

Footnote F1

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.72 to $25.28 per share, inclusive, prior to the consummation of the Merger (as defined below). The Reporting Person undertakes to provide to Issuer any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

Footnote F2

The shares are held directly by Commodore Capital Master LP ("Commodore Master"). Commodore Capital LP ("Commodore Capital") is the investment manager to Commodore Master. Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital and exercise investment and dispositive power over the securities held by Commodore Master. Each of Commodore Capital, Dr. Kramarz and Dr. Atkinson disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Commodore Capital, Commodore Master, Dr. Kramarz and Dr. Atkinson or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F3

On February 23, 2023, IMARA Inc. ("IMARA") completed a merger with Enliven Therapeutics, Inc. ("Legacy Enliven"), with Legacy Enliven surviving the merger as a direct wholly owned subsidiary of IMARA (the "Merger"). Prior to the Merger, the Reporting Person was a shareholder of both IMARA and Legacy Enliven. At the effective time of the Merger, the Reporting Person's 2,473,327 shares in Legacy Enliven converted into 729,891 shares of IMARA's Common Stock. In connection with the Merger, the Reporting Person also received a dividend of one Contingent Value Right ("CVR") for or each outstanding share of IMARA's Common Stock held on February 22, 2023. Accordingly, the Reporting Person received 2,872,513 CVRs, each representing the right to receive contingent payments upon the occurrence of certain events, as set forth in the Contingent Value Rights Agreement. As a result of the Merger, the Reporting Person is no longer a 10% owner of the Issuer as of the date of this Form 4.

SEC remarks

The shares and prices reported on this Form 4 have been adjusted to reflect the consummation of the Merger and the Issuer's 1-for-4 reverse stock split of its Common Stock, effective February 23, 2023.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .