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.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Purchase
Other
Additional SEC filing notes
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.
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.