SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLDFISCHER CARL

(Last)

(First)

(Middle)

750 BATTERY STREET STE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMARA Inc. [ IMRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/16/2020		C		690,232	A	⁽⁴⁾	690,232	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽²⁾
Common Stock	03/16/2020		C		13,148	A	⁽⁴⁾	703,380	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series Seed Preferred Stock	⁽⁴⁾	03/16/2020		C			281,878	⁽⁴⁾	⁽⁴⁾	Common Stock	44,749	⁽⁴⁾	0	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽²⁾
Series Seed Preferred Stock	⁽⁴⁾	03/16/2020		C			5,372	⁽⁴⁾	⁽⁴⁾	Common Stock	852	⁽⁴⁾	0	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽³⁾
Series A Preferred Stock	⁽⁵⁾	03/16/2020		C			3,220,915	⁽⁵⁾	⁽⁵⁾	Common Stock	511,335	⁽⁵⁾	0	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽⁵⁾	03/16/2020		C			61,378	⁽⁵⁾	⁽⁵⁾	Common Stock	9,741	⁽⁵⁾	0	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽³⁾
Series B Preferred Stock	⁽⁶⁾	03/16/2020		C			845,008	⁽⁶⁾	⁽⁶⁾	Common Stock	134,148	⁽⁶⁾	0	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽⁶⁾	03/16/2020		C			16,103	⁽⁶⁾	⁽⁶⁾	Common Stock	2,555	⁽⁶⁾	0	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽³⁾
Stock Option (right to buy)	$16	03/16/2020		A		15,457		⁽⁷⁾	03/15/2030	Common Stock	15,457	$0.00	15,457	I	By Bay City Capital LLC⁽⁸⁾

1. Name and Address of Reporting Person^*

GOLDFISCHER CARL

(Last)

(First)

(Middle)

750 BATTERY STREET STE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last)

(First)

(Middle)

750 BATTERY STREET STE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bay City Capital Management V LLC

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bay City Capital Fund V, L.P.

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bay City Capital Fund V Co-Investment Fund, L.P.

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Carl Goldfischer, a Managing Director of BCC, is a member of the Issuer's Board of Directors.

2. Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.

3. Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.

4. On March 16, 2020, the Series Seed Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series Seed Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

5. On March 16, 2020, Series A Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

6. On March 16, 2020, the Series B Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

7. The option vests in three equal installments on March 16, 2021, 2022 and 2023.

8. The securities are held directly by Bay City Capital LLC ("BCC LLC") and represent stock options granted to Dr. Goldfischer and transferred to BCC LLC pursuant to an agreement between Dr. Goldfischer and BCC LLC. Dr. Goldfischer disclaims beneficial ownership over the securities owned by BCC LLC except to the extent of his pecuniary interest, if any, in the securities by virtue of his role as managing director of BCC LLC. This report shall not be deemed an admission that the Dr. Goldfischer is the beneficial owner of such shares.

Remarks:

	/s/ Michael P. Gray, Attorney-in-Fact	03/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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