0000899243-20-008480.txt : 20200316
0000899243-20-008480.hdr.sgml : 20200316
20200316170825
ACCESSION NUMBER: 0000899243-20-008480
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200316
FILED AS OF DATE: 20200316
DATE AS OF CHANGE: 20200316
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bay City Capital Fund V Co-Investment Fund, L.P.
CENTRAL INDEX KEY: 0001409813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39247
FILM NUMBER: 20718085
BUSINESS ADDRESS:
STREET 1: 750 BATTERY STREET
STREET 2: Suite 400
CITY: San Francisco
STATE: CA
ZIP: 94111
BUSINESS PHONE: (415) 676-3830
MAIL ADDRESS:
STREET 1: 750 BATTERY STREET
STREET 2: Suite 400
CITY: San Francisco
STATE: CA
ZIP: 94111
FORMER NAME:
FORMER CONFORMED NAME: Bay City Capital Fund V Co-Investment Fund LP
DATE OF NAME CHANGE: 20070815
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bay City Capital Fund V, L.P.
CENTRAL INDEX KEY: 0001401826
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39247
FILM NUMBER: 20718086
BUSINESS ADDRESS:
STREET 1: 750 Battery Street
STREET 2: Suite 400
CITY: San Francisco
STATE: CA
ZIP: 94111
BUSINESS PHONE: 415-676-3830
MAIL ADDRESS:
STREET 1: 750 Battery Street
STREET 2: Suite 400
CITY: San Francisco
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bay City Capital Management V LLC
CENTRAL INDEX KEY: 0001461543
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39247
FILM NUMBER: 20718087
BUSINESS ADDRESS:
STREET 1: 750 BATTERY STREET, SUITE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: 415-676-3830
MAIL ADDRESS:
STREET 1: 750 BATTERY STREET, SUITE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAY CITY CAPITAL LLC
CENTRAL INDEX KEY: 0001288452
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39247
FILM NUMBER: 20718088
BUSINESS ADDRESS:
STREET 1: 750 BATTERY STREET STE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: 415.676.3830
MAIL ADDRESS:
STREET 1: 750 BATTERY STREET STE 400
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
FORMER NAME:
FORMER CONFORMED NAME: BAY CITY CAPITAL FUND LLC
DATE OF NAME CHANGE: 20040423
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IMARA Inc.
CENTRAL INDEX KEY: 0001672619
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 811523849
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 116 HUNTINGTON AVENUE
STREET 2: 6TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-206-2020
MAIL ADDRESS:
STREET 1: 116 HUNTINGTON AVENUE
STREET 2: 6TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-03-16
1
0001672619
IMARA Inc.
IMRA
0001288452
BAY CITY CAPITAL LLC
750 BATTERY STREET STE 400
SAN FRANCISCO
CA
94111
0
0
1
0
0001461543
Bay City Capital Management V LLC
750 BATTERY STREET
SUITE 400
SAN FRANCISCO
CA
94111
0
0
1
0
0001401826
Bay City Capital Fund V, L.P.
750 BATTERY STREET
SUITE 400
SAN FRANCISCO
CA
94111
0
0
1
0
0001409813
Bay City Capital Fund V Co-Investment Fund, L.P.
750 BATTERY STREET
SUITE 400
SAN FRANCISCO
CA
94111
0
0
1
0
Common Stock
2020-03-16
4
C
0
690232
A
690232
I
By entities affiliated with Bay City Capital LLC
Common Stock
2020-03-16
4
C
0
13148
A
703380
I
By entities affiliated with Bay City Capital LLC
Series Seed Preferred Stock
2020-03-16
4
C
0
281878
D
Common Stock
44749
0
I
By entities affiliated with Bay City Capital LLC
Series Seed Preferred Stock
2020-03-16
4
C
0
5372
D
Common Stock
852
0
I
(By entities affiliated with Bay City Capital LLC
Series A Preferred Stock
2020-03-16
4
C
0
3220915
D
Common Stock
511335
0
I
By entities affiliated with Bay City Capital LLC
Series A Preferred Stock
2020-03-16
4
C
0
61378
D
Common Stock
9741
0
I
By entities affiliated with Bay City Capital LLC
Series B Preferred Stock
2020-03-16
4
C
0
845008
D
Common Stock
134148
0
I
By entities affiliated with Bay City Capital LLC
Series B Preferred Stock
2020-03-16
4
C
0
16103
D
Common Stock
2555
0
I
By entities affiliated with Bay City Capital LLC
Stock Option (right to buy)
16.00
2020-03-16
4
A
0
15457
0.00
A
2030-03-15
Common Stock
15457
15457
D
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.
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.
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.
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.
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.
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.
The option vests in three equal installments on March 16, 2021, 2022 and 2023.
The securities are held directly by Bay City Capital LLC ("BCC LLC") and represent stock options granted to Carl Goldfischer and transferred to BCC LLC pursuant to an agreement between Dr. Goldfischer and BCC LLC.
Bay City Capital LLC, By: /s/ Michael P. Gray, Attorney-in-Fact
2020-03-16
Bay City Capital Management V LLC, By: /s/ Michael P. Gray, Attorney-in-Fact
2020-03-16
Bay City Capital Fund V, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact
2020-03-16
Bay City Capital Fund V Co-Investment Fund, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact
2020-03-16