0000899243-23-001607.txt : 20230111
0000899243-23-001607.hdr.sgml : 20230111
20230111161947
ACCESSION NUMBER: 0000899243-23-001607
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: Kariuki Enoch
CENTRAL INDEX KEY: 0001843119
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40604
FILM NUMBER: 23523806
MAIL ADDRESS:
STREET 1: C/O ZENTALIS PHARMACEUTICALS, LLC
STREET 2: 530 SEVENTH AVENUE, SUITE 2201
CITY: NEW YORK
STATE: NY
ZIP: 10018
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
0001843119
Kariuki Enoch
C/O IMAGO BIOSCIENCES, INC.
303 TWIN DOLPHIN DRIVE, 6TH FLOOR
REDWOOD CITY
CA
94065
1
0
0
0
Stock Option (Right to Buy)
4.20
2023-01-11
4
D
0
119047
D
2031-02-04
Common Stock
119047
0
D
Stock Option (Right to Buy)
16.00
2023-01-11
4
D
0
23809
D
2031-07-14
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 Enoch Kariuki
2023-01-11