0001209191-23-013522.txt : 20230227 0001209191-23-013522.hdr.sgml : 20230227 20230227215429 ACCESSION NUMBER: 0001209191-23-013522 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230223 FILED AS OF DATE: 20230227 DATE AS OF CHANGE: 20230227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heyman Richard A. CENTRAL INDEX KEY: 0001584759 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39247 FILM NUMBER: 23678118 MAIL ADDRESS: STREET 1: 5871 OBERLIN DRIVE, SUITE 150 CITY: SAN DIEGO STATE: CA ZIP: 92121 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 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-23 0 0001672619 Enliven Therapeutics, Inc. ELVN 0001584759 Heyman Richard A. C/O ENLIVEN THERAPEUTICS, INC. 6200 LOOKOUT ROAD BOULDER CO 80301 1 0 0 0 Common Stock 2023-02-23 4 A 0 149820 A 149820 D Common Stock 2023-02-23 4 A 0 37407 A 37407 I See footnote Common Stock 2023-02-23 4 A 0 31172 A 31172 I See footnote Employee Stock Option (right to buy) 2.48 2023-02-23 4 A 0 20657 A 2032-08-12 Common Stock 20657 20657 D Pursuant to the Agreement and Plan of Merger, dated as of October 13, 2022 (the "Merger Agreement"), by and among Imara Inc. ("Imara"), Enliven Therapeutics, Inc., ("Enliven") and Iguana Merger Sub, Inc., a wholly owned subsidiary of the Issuer (the "Merger Sub"), which provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of Imara (the "Merger"). At the effective time of the Merger, each share of Enliven common stock was converted into the right to receive a number of shares of Imara common stock equal to an exchange ratio of approximately 0.2951 shares of Imara common stock for each share of Enliven common stock. After completion of the Merger, the combined company will be renamed "Enliven Therapeutics, Inc." and the common stock of the combined company will trade on The Nasdaq Stock Market under the symbol "ELVN." The shares held of record by the Richard A. Heyman and Anne E. Daigle Trust, dated November 1, 2016 for which the reporting person serves as trustee. The shares held of record by RAHD Capital LLC for which the reporting person serves as a managing member. The option is subject to an early exercise provision and the shares underlying the option vest in 48 equal monthly installments beginning on January 14, 2021. In connection with the Merger, each Enliven stock option that was outstanding immediately prior to the effective time of the Merger was assumed by Imara and became an option to acquire, on the same terms and conditions as were applicable to such Enliven stock option immediately prior to the effective time of the Merger, a number of shares of Imara common stock equal to the number of shares of Enliven common stock subject to the unexercised portion of the Enliven stock option immediately prior to the effective time of the Merger, multiplied by the exchange ratio (rounded down to the nearest whole share number), with an exercise price per share for the options equal to the exercise price per share of such Enliven stock option immediately prior to the effective time of the Merger divided by the exchange ratio (rounded up to the nearest whole cent). /s/ Galya Blachman, by power of attorney 2023-02-27