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^*

Keyt Bruce

(Last)

(First)

(Middle)

C/O IGM BIOSCIENCES, INC.

325 E. MIDDLEFIELD ROAD

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IGM Biosciences, Inc. [ IGMS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2024

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

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

X	Form filed by One Reporting Person
	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	07/19/2024		A		43,888⁽¹⁾	A	⁽²⁾	241,657	D
Common Stock	07/19/2024		A		2,778⁽³⁾	A	⁽²⁾	244,435	D
Common Stock								4,039	I	See footnote⁽⁴⁾

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)
Stock Option (right to buy)	$40.27	07/19/2024		D⁽²⁾			75,000	⁽²⁾	02/05/2030	Common Stock	75,000	⁽²⁾	0	D
Stock Option (right to buy)	$91.5	07/19/2024		D⁽²⁾			50,000	⁽²⁾	02/19/2031	Common Stock	50,000	⁽²⁾	0	D

Explanation of Responses:

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. One-half of the RSUs shall vest on July 19, 2025 and one-eighth of the RSUs shall vest each three-month anniversary thereafter, provided that the Reporting Person remains a service provider through each vesting date.

2. Pursuant to the Issuer's previously disclosed option exchange program, on July 19, 2024 the Issuer cancelled the Reporting Person's options to purchase 75,000 shares and 50,000 shares of the Issuer's Common Stock and in exchange issued aggregate RSU grants of 43,888 shares and 2,778 shares.

3. These securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. One-half of the RSUs shall vest on January 19, 2026 and one-twelfth of the RSUs shall vest each three-month anniversary thereafter, provided that the Reporting Person remains a service provider through each vesting date.

4. The shares are held directly by the Reporting Person's spouse.

	/s/ Misbah Tahir, by power of attorney	07/23/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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