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