0000947871-23-000609.txt : 20230519
0000947871-23-000609.hdr.sgml : 20230519
20230519161927
ACCESSION NUMBER: 0000947871-23-000609
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230517
FILED AS OF DATE: 20230519
DATE AS OF CHANGE: 20230519
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: 001-39247
FILM NUMBER: 23940362
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 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: 001-39247
FILM NUMBER: 23940360
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 Capital GP VII LLC
CENTRAL INDEX KEY: 0001760648
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39247
FILM NUMBER: 23940361
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6491
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Enliven Therapeutics, Inc.
CENTRAL INDEX KEY: 0001672619
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6200 LOOKOUT ROAD
CITY: BOULDER
STATE: CO
ZIP: 80301
BUSINESS PHONE: 720-647-8519
MAIL ADDRESS:
STREET 1: 6200 LOOKOUT ROAD
CITY: BOULDER
STATE: CO
ZIP: 80301
FORMER COMPANY:
FORMER CONFORMED NAME: IMARA Inc.
DATE OF NAME CHANGE: 20160419
4
1
ownership.xml
X0407
4
2023-05-17
0
0001672619
Enliven Therapeutics, Inc.
ELVN
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001760648
OrbiMed Capital GP VII LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001808744
OrbiMed Genesis GP LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0
Common Stock
2023-05-17
4
M
0
2125
4.28
A
8663349
I
See footnotes
Common Stock
288114
I
See footnotes
Stock Options (Right to Buy)
4.28
2023-05-17
4
M
0
2125
0
D
2032-06-01
Common Stock
2125
0
I
See footnotes
Represents the exercise of stock options granted to David P. Bonita ("Bonita") on June 2, 2022. Bonita is a member of OrbiMed Advisors LLC ("OrbiMed Advisors") and was a member of Imara Inc.'s ("Imara") board of directors. Pursuant to an agreement with OrbiMed Advisors and OrbiMed Capital GP VII LLC ("GP VII"), Bonita transferred these stock options to OrbiMed Advisors and GP VII, who in turn ensured that the securities issued under these stock options, or the economic benefits thereof, were provided to OrbiMed Private Investments VII, LP ("OPI VII").
These stock options vested on November 10, 2022 in connection with the merger of Iguana Merger Sub, Inc., a wholly owned subsidiary of Imara, with and into Enliven Therapeutics, Inc. ("Enliven"), with Enliven surviving the merger as a wholly owned subsidiary of Imara.
These securities are held of record by OPI VII. GP VII is the general partner of OPI VII and OrbiMed Advisors, a registered investment adviser under the Investment Advisers Act, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis and 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis.
This report on Form 4 is filed by OrbiMed Advisors, GP VII, 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 and GP VII have designated a representative, Rishi Gupta, an employee of OrbiMed Advisors, to serve on the Enliven's board of directors. This report on Form 4 shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
2023-05-19
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VII LLC
2023-05-19
/s/ Carl L. Gordon, Member of OrbiMed Genesis GP LLC
2023-05-19