0000899243-23-001609.txt : 20230111 0000899243-23-001609.hdr.sgml : 20230111 20230111162343 ACCESSION NUMBER: 0000899243-23-001609 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230111 FILED AS OF DATE: 20230111 DATE AS OF CHANGE: 20230111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KEATING LAURIE CENTRAL INDEX KEY: 0001620743 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40604 FILM NUMBER: 23523845 MAIL ADDRESS: STREET 1: 300 THIRD STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Imago BioSciences, Inc. CENTRAL INDEX KEY: 0001623715 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 454915810 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 303 TWIN DOLPHIN DRIVE STREET 2: 6TH FLOOR CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: (415) 529-5055 MAIL ADDRESS: STREET 1: 303 TWIN DOLPHIN DRIVE STREET 2: 6TH FLOOR CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-11 1 0001623715 Imago BioSciences, Inc. IMGO 0001620743 KEATING LAURIE C/O IMAGO BIOSCIENCES, INC. 303 TWIN DOLPHIN DRIVE, 6TH FLOOR REDWOOD CITY CA 94065 1 0 0 0 Stock Option (Right to Buy) 22.76 2023-01-11 4 D 0 23809 D 2031-11-16 Common Stock 23809 0 D Stock Option (Right to Buy) 15.65 2023-01-11 4 D 0 11904 D 2032-05-31 Common Stock 11904 0 D On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Merck Sharpe & Dohme LLC and M-Inspire Merger Sub, Inc., providing for the merger of M-Inspire Merger Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Merck Sharpe & Dohme LLC. Pursuant to the Merger Agreement, each option to purchase common stock of the Issuer, whether vested or unvested, outstanding immeditately prior to the effective time of the Merger, were exchanged for a cash payment equal to (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of $36.00 over the per share exercise price under such option. /s/Hugh Y. Rienhoff, as Attorney-in-fact for Laurie Keating 2023-01-11