0000899243-21-014386.txt : 20210401
0000899243-21-014386.hdr.sgml : 20210401
20210401181307
ACCESSION NUMBER: 0000899243-21-014386
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210330
FILED AS OF DATE: 20210401
DATE AS OF CHANGE: 20210401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40287
FILM NUMBER: 21799701
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VI LLC
CENTRAL INDEX KEY: 0001682115
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40287
FILM NUMBER: 21799700
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC
CENTRAL INDEX KEY: 0001808744
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40287
FILM NUMBER: 21799699
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ikena Oncology, Inc.
CENTRAL INDEX KEY: 0001835579
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 50 NORTHERN AVE.
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 857-343-8292
MAIL ADDRESS:
STREET 1: 50 NORTHERN AVE.
CITY: BOSTON
STATE: MA
ZIP: 02210
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-03-30
0
0001835579
Ikena Oncology, Inc.
IKNA
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0001808744
OrbiMed Genesis GP LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
Common Stock
2021-03-30
4
C
0
1816425
A
1816425
I
See footnotes
Common Stock
2021-03-30
4
C
0
68978
A
68978
I
See footnotes
Common Stock
2021-03-30
4
P
0
375000
16.00
A
2191425
I
See footnotes
Common Stock
2021-03-30
4
P
0
48400
16.00
A
117378
I
See footnotes
Non-Voting Common Stock
2021-03-30
4
C
0
5083470
A
5083470
I
See footnotes
Non-Voting Common Stock
2021-03-30
4
C
0
130924
A
130924
I
See footnotes
Series B Preferred Stock
2020-12-21
4
A
0
8938148
1.3985
A
Common Stock
1249391
8938148
I
See foonotes
Series B Preferred Stock
2020-12-21
4
A
0
1430103
1.3985
A
Common Stock
199902
1430103
I
See foonotes
Series A Preferred Stock
2021-03-30
4
C
0
1905201
D
Non-Voting Common Stock
1905201
0
I
See foonotes
Series A Preferred Stock
2021-03-30
4
C
0
680766
D
Common Stock
680766
0
I
See foonotes
Series A-1 Preferred Stock
2021-03-30
4
C
0
2257785
D
Non-Voting Common Stock
2257785
0
I
See foonotes
Series A-1 Preferred Stock
2021-03-30
4
C
0
806752
D
Common Stock
806752
0
I
See foonotes
Series B Preferred Stock
2021-03-30
4
C
0
920484
D
Non-Voting Common Stock
920484
0
I
See foonotes
Series B Preferred Stock
2021-03-30
4
C
0
328907
D
Common Stock
328907
0
I
See foonotes
Series B Preferred Stock
2021-03-30
4
C
0
130924
D
Non-Voting Common Stock
130924
0
I
See foonotes
Series B Preferred Stock
2021-03-30
4
C
0
68978
D
Common Stock
68978
0
I
See foonotes
Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date.
The securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationship, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.
The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationship, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Persons' Form 3.
Represents 328,907 shares of Common Stock and 920,484 shares of Non-Voting Common Stock issuable upon conversion.
Represents 68,978 shares of Common Stock and 130,924 shares of Non-Voting Common Stock issuable upon conversion.
Each share of Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Non-Voting Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.9% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.
This report on Form 4 is jointly filed by OrbiMed Advisors, GP VI and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, David P. Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
OrbiMed Advisors LLC, By: /s/ Douglas Coon, authorized signatory
2021-04-01
OrbiMed Capital GP VI LLC, By: /s/ Douglas Coon, authorized signatory
2021-04-01
OrbiMed Genesis GP LLC, By: /s/ Douglas Coon, authorized signatory
2021-04-01