0001567619-22-021788.txt : 20221219 0001567619-22-021788.hdr.sgml : 20221219 20221219161040 ACCESSION NUMBER: 0001567619-22-021788 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221215 FILED AS OF DATE: 20221219 DATE AS OF CHANGE: 20221219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eichorn Laura G. CENTRAL INDEX KEY: 0001861067 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40604 FILM NUMBER: 221471180 MAIL ADDRESS: STREET 1: IMAGO BIOSCIENCES, INC. STREET 2: 329 OYSTER POINT BLVD. 3RD FL CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 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 doc1.xml FORM 4 X0306 4 2022-12-15 0 0001623715 Imago BioSciences, Inc. IMGO 0001861067 Eichorn Laura G. C/O IMAGO BIOSCIENCES, INC. 329 OYSTER POINT BLVD, 3RD FLOOR SOUTH SAN FRANCISCO CA 94080 0 1 0 0 Chief Financial Officer Common Stock 2022-12-15 4 M 0 17980 2.1 A 225717 D Common Stock 2022-12-15 4 M 0 2976 2.19 A 228693 D Common Stock 2022-12-15 4 M 0 2380 2.27 A 231073 D Common Stock 2022-12-15 4 M 0 73000 2.52 A 304073 D Common Stock 2022-12-15 4 M 0 30378 1.52 A 334451 D Common Stock 2022-12-15 4 S 0 126714 35.7906 D 207737 D Stock Option (Right to Buy) 2.10 2022-12-15 4 M 0 17980 0 D 2030-09-09 Common Stock 17980 11781 D Stock Option (Right to Buy) 2.19 2022-12-15 4 M 0 2976 0 D 2019-11-17 2025-11-16 Common Stock 2976 0 D Stock Option (Right to Buy) 2.27 2022-12-15 4 M 0 2380 0 D 2020-11-09 2026-11-08 Common Stock 2380 0 D Stock Option (Right to Buy) 2.52 2022-12-15 4 M 0 73000 0 D 2021-01-01 2027-03-28 Common Stock 73000 26050 D Stock Option (Right to Buy) 1.52 2022-12-15 4 M 0 30378 0 D 2029-04-09 Common Stock 30378 4217 D The transaction was executed in multiple trades in prices ranging from $35.78 to $35.83, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The Option vests with respect to 25% of the shares subject thereto on July 7, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date. One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from April 10, 2019 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date. On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger, 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. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, the Reporting Person entered into the transactions disclosed on this Form 4. /s/ Hugh Rienhoff, as Attorney-in-fact for Laura Eichorn 2022-12-19