EX-99.(A)(1)(H) 9 d796168dex99a1h.htm EX-99.(A)(1)(H) EX-99.(a)(1)(H)

Exhibit (a)(1)(H)

SLIDE 2

Please take a moment to review the disclaimer on this slide as it relates to the offer to exchange.

SLIDE 3

Our focus for today’s session is to:

Provide you with key details about IGM’s Option exchange program so that you can make an informed decision about your participation, including how to access your account and make your election to participate.

SLIDE 5

 

   

Options have been historically granted at IGM but the company has shifted towards granting more restricted stock units, or RSUs

 

   

Both options and RSUs allow employees to share in the share price growth of the company and encourage employees to think and act like owners.

 

   

The beneficial feature of RSUs is that they will always retain value as long as the shares have value, even with a decrease in stock price.

SLIDE 6

 

   

Many IGM Stock Options are underwater.

 

   

Underwater Options are Options with a strike price higher than the current share price; it is not rational to exercise an underwater Option, since you could buy a share for less on the open market.

SLIDE 7

 

   

Option exchange programs aim to restore the incentive and retentive value of employees’ Stock Options by providing an opportunity to exchange underwater Options.

 

   

There is an opportunity here to exchange Options for RSUs.

 

   

The exchange changes the distribution of value. Your Options have larger upside, but also a higher chance of delivering no value. RSUs received in the exchange will deliver value as long as the shares have value, but have less upside (since you have fewer awards). I’ll show you in a few pages an example of when your original Option awards might be more valuable than the new RSU awards.

 

   

The program is “value-neutral” – meaning that the “tail value” of your current Options would equal the value of the RSUs received in the exchange.

SLIDE 8

 

   

This example focuses on a grant made on the February 1, 2023, at an exercise (or “strike”) price of $23.16 per share.


   

Even though underwater Options cannot be exercised for value now, the Options still have value because the share price could rise above the strike price in the future (prior to expiration of Option). We call this “tail value”.

 

   

However, Options could expire underwater and deliver no value if the share price does not increase above the strike price over the remaining term of the Option.

SLIDE 9

IGM is offering a one-time, voluntary opportunity for eligible stock Option holders to exchange their eligible stock Options, both vested and unvested (unexercised), for RSUs, or Restricted Stock Units.

 

   

If you elect to participate in the Option Exchange, which can be done on a grant-by-grant basis, the stock Options you elect to surrender will be cancelled, RSUs will be granted, and a new grant agreement will be provided through E*TRADE.

 

   

There is no obligation to participate in the Option Exchange. It is completely your choice. If you do not choose to participate in the Option Exchange, you will continue to hold your stock Options.

SLIDE 10

RSUs and Stock Options are both forms of employee equity compensation — or non-cash compensation — offered to an employee by an employer and are generally the most common forms of equity compensation.

Stock Options and RSUs differ significantly in terms of the form of compensation received, and how they are taxed.

 

   

The most important distinction between Stock Options and RSUs is what exactly you’re receiving.

 

   

When you’re granted Stock Options, you have the choice to purchase company stock at a specific price before a certain date. Whether you purchase the stock is entirely up to you.

 

   

RSUs, on the other hand, grant you the stock itself once the vesting period is complete. You don’t have to purchase it.

 

   

In addition, RSUs are distinctly different than Stock Options with respect to economic value. Any value realized from a Stock Option is dependent on the current value of the stock being higher than the Option price. Unlike Stock Options which have a cost to the employee (the Option price), employees do not pay for Restricted Stock Units, so the award always has value as long as the shares have value.

SLIDE 12

 

   

Eligibility:

 

   

You are eligible to participate in the exchange if you are an active U.S. based employee of IGM Biosciences, excluding CEO and non-employee directors.

 

   

The exchange window is open June 20, 2024, and is set to expire on July 18, 2024, at 9:00 pm (PT).


   

July 18, 2024, will be the last day you can exchange your Options.

 

   

Any exchanged Options will be cancelled on this date!

 

   

Following the conclusion of the Option Exchange, eligible Stock Options opted into by the employee will be cancelled, while RSUs will be granted on the first business day following the expiration of the Option Exchange, July 19. 

 

   

You will be notified if that date is extended, but basically, each RSU granted to you in the Option Exchange will be granted under a new plan, subject to you remaining continuously employed or engaged with IGM through the vesting dates.

 

   

The RSUs will be available in your E*TRADE account within approximately 2 weeks of the conclusion of the exchange.

SLIDE 13

 

   

An eligible Option in the Offer will include only those Options that, were granted on or prior to March 1, 2023, remain outstanding and unexercised prior to the expiration of the Option exchange. Options granted after this are excluded.

 

   

Any Options with an exercise price greater than the higher of (i) 150% of the closing price or (ii) the 52-week high of the intra-day high price, as of a date shortly prior to the commencement of the program (this translates to at or higher than $17.70)

 

   

Strike Prices lower than $17.70 are excluded from the exchange.

 

   

You may participate on a grant-by-grant basis, but for each grant, your selection must be on an all-or-nothing basis.

 

   

No partial exchanges are permitted.

 

   

The exchange ratio will vary based on the strike price of the grant.

 

   

For example, if the exchange ratio is 2:1, you can exchange 1,000 options for 500 RSUs.

 

   

Any fractional shares will be rounded down to the nearest whole share.

 

   

Ratios closer to 1:1 mean less of a decrease in the number of RSUs received.

 

   

Higher ratios (2:1 or 3:1) mean more of a decrease in the number of RSUs.

SLIDE 14

 

   

As discussed, the exchange is providing an opportunity to turn in options for RSUs.

 

   

Which scenario is worth more depends on IGM’s future stock price.

 

   

For example, if you hold a stock option for 1,000 shares with a strike price of $23.16, you can elect to exchange it for 500 RSUs. The value that you can realize from the RSUs, or your existing Stock Options, depends on IGM’s share price.

 

   

As we will show in the next slide, if the share price goes up significantly (above $46.32), you’d be better off having the option grant—also known as the “Break Even” point.

 

   

Keep in mind, the option grant is only valuable if the share price rises above the Strike price of $23.16 – if below that, the option has $0 value.


   

In contrast, the RSU will always retain value as long as the shares have value, even below the $23.16 strike price, it just will be less valuable than the Options if the stock price rises above the Break-Even price.

 

   

If you decide to not participate in the exchange, nothing changes with your grant, so you will retain the same number of exercisable options with the same expiration date, in this example, of February 1, 2033.

 

   

Nothing changes, and then there’s no impact to that option grant whatsoever.

SLIDE 15

 

   

For the February 1, 2023, grant in our example, you’d hold more value by exchanging your options to RSUs if IGM’s stock price is below $46.32. If IGM’s stock price goes above $46.32, you’d hold more value with your options (no exchange).

 

   

This value chart and crossover point is unique to each grant, and you’ll be able to see the cross-over point for each grant in your election portal.

SLIDE 16

 

   

RSUs received in the exchange will vest based on the vesting state of the original options at the last day of the exchange offer.

 

   

Options with tranches that have already vested within a grant will have the 2-year vesting schedule, while unvested tranches in a grant will have a 3-year vesting schedule.

 

   

This means that you could have one underwater option grant exchanged for 1 or 2 new RSU grants due to the options vesting state.

 

   

For Options that are vested and exchanged for RSUs, they will have a new vesting requirement of 2-years:

 

   

50% will vest at the one-year anniversary of the RSU grant date, followed by quarterly installments over the following year.

 

   

For Options that are unvested and exchanged for RSUs, they will have a vesting schedule of 3-years:

 

   

50% will vest 18 months following the RSU grant date, and the remainder of the grant will vest in six, quarterly installments over the following 18 months.

SLIDE 17

We realize that many of you have questions such as, what are the tax implications for me?

Choosing to participate in the exchange is NOT expected to give rise to an immediate U.S. taxable event in the ordinary course.

 

   

If you choose to not participate in the exchange, your tax events for your options will remain the same.

 

   

If you do exchange your options for RSUs, your taxation will happen at vest and at sale.

 

   

The FMV on the vest date is a taxable gain to you, and Federal, state, local, and social taxes must be paid on any taxable gain recognized by you. IGM is required to withhold these taxes on your behalf and will be authorized to sell or withhold a portion of the vested shares to pay these taxes.


   

At a later sale by you, you’ll generally recognize a capital gain or loss equal to the difference between the price at vest and the sale price.

 

   

The holding period for long-term capital gains purposes generally commences on the date of vesting.

 

   

Capital gains are the responsibility of the employee to report and remit to the IRS and is not included in your W-2.

 

   

We strongly recommend that you consult with your own tax advisor to determine the personal tax consequences of participating in the Exchange Offer.

SLIDE 18

 

   

As a reminder, choosing to participate in the Option Exchange is solely up to you.

 

   

Although IGM Biosciences’ board has approved this offer, we will not make any recommendations as to whether you should participate in the offer. That is completely up to you.

SLIDE 20

 

   

Your elections will be made through the stock option exchange program website, which is myoptionexchange.com.

 

   

On that site, you’ll be able to do the following:

 

   

You’ll be able to view all of the Offering documents, including the questions and answers that are common with this type of program.

 

   

You’ll be able to elect to exchange options on a grant-by-grant basis;

 

   

There is also a nice calculator that you can use to view what the value of your Stock Options and your RSUs are at assumed future stock prices.

 

   

Once you’ve made your elections, you’ll receive confirmation of your elections upon completion.

 

   

You can change your election at any time during the Exchange period.

 

   

You could change it a hundred times, if you want, but it’ll be whatever is done as of July 18, 2024 at 9 PM (PT) (unless the Offer is extended) — that will be the only election that we considered.

 

   

You can go in even on July 18 (or later date if the Offer is extended) and make changes as long as it’s before 9 PM PT on that day.

SLIDE 21

 

   

When you receive the information for this option exchange program, you should have received an email from IGM biosciences with a link to the website: https://myoptionexchange.com.

 

   

Once you’ve loaded that page, click on “Register as a new user”.

SLIDE 22

 

   

You’ll be prompted to create a new account and register.

 

   

You’ll put it in your IGM Biosciences email address and create a password.


SLIDE 23

 

   

Once you’ve done that, you’ll receive another email from Infinite Equity that will give you a verification code.

 

   

You’ll input that code and submit, and you’ll be able to log in.

SLIDE 24

 

   

Please note that your verification code will only be valid for 30 mins. If you need a new code, simply click “Resend Code”, otherwise type in the verification code you received via email.

 

   

As a reminder, this is through Infinite Equity’s site, and not through E*TRADE or Morgan Stanley. So, you won’t be able to make this election through your E*TRADE or Morgan Stanley account.

SLIDE 25

 

   

After logging in, you will be presented with this welcome screen.

 

   

This landing page is great because it contains all the resources you would be able to access, as well as links to any documents we have filed with the SEC.

 

   

This employee presentation will also be available on that site.

 

   

You can then proceed to the election form by clicking the blue button labeled “Election Form” when you are ready to proceed with your elections.

SLIDE 26

 

   

On this next page, in the chart, you will find a list of all the options that are eligible for exchange.

 

   

The dropdown menu on the table will allow you to select the grants for which you wish to make an election. In addition, you can see the number of Options you will receive in place of the eligible options if you elect to exchange that grant.

 

   

You have the option of exchanging or not exchanging.

 

   

It is important to remember that you can make different elections for different grants, but each grant is “all or nothing”.

 

   

You can either exchange all the options granted on a certain date, or you cannot exchange any of them.

 

   

Once you have made your selections, click “Next” to proceed to the next step.

SLIDE 27

 

   

The following page will take you to the “Confirm Elections” screen.

 

   

The election choices you made will be displayed on this page.


   

In order to complete the process, you will need to check off two boxes acknowledging that you have read and understood the offering materials and that you have confirmed your selections.

 

   

After checking the boxes, you will be required to type or sign with an electronic signature, confirming that this is what you wish to exchange.

 

   

Once you have reviewed your election choices, click “Submit” to process your choices.

SLIDE 28

 

   

As soon as you submit your elections, you will be directed to a page that indicates that your elections were successfully submitted.

 

   

You will need to make sure that you reach the Elections Complete page in order to see a summary of what has been exchanged and what has not been exchanged.

 

   

It is imperative to note that if you do not see this screen, your elections have not been confirmed.

 

   

The same breakdown will also be emailed to you every time you make a change to your election once confirmed by Infinite Equity.

 

   

You may then log out of the platform.

SLIDE 29

 

   

The website also has some valuable tools such as the Value Calculator tool where you can graph hypothetical scenarios to see what future values would look like.

 

   

The tool will show you more details about the value of your stock options, including:

 

   

The value of your eligible options at whatever price you input.

 

   

The value of your replacement options at whatever price you input.

SLIDE 31

 

   

The commencement of the exchange begins June 20, 2024.

 

   

You will have until July 18, 2024, at 9pm (PT) to make your election choices or change them.

 

   

On July 18, 2024, your exchanged eligible options will be cancelled, and you will be granted RSUs on July 19, 2024.

SLIDE 32

 

   

Today’s meeting is the first step in this process.

 

   

Please feel free to reach out to the email address included on this slide if you have any questions.

SLIDE 34

Take a moment to familiarize yourself with some of the commonly asked questions surrounding the exchange.


SLIDE 35

We’ve included a list of key terms and definitions to help clear up any confusion that you can reference.