0001567619-22-022097.txt : 20221229 0001567619-22-022097.hdr.sgml : 20221229 20221229160722 ACCESSION NUMBER: 0001567619-22-022097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221227 FILED AS OF DATE: 20221229 DATE AS OF CHANGE: 20221229 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: 221498920 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 2022-12-27 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 2022-12-27 4 M 0 3100 2.52 A 210837 D Common Stock 2022-12-27 4 S 0 3100 35.9302 D 207737 D Stock Option (Right to Buy) 2.52 2022-12-27 4 M 0 3100 0 D 2021-01-01 2027-03-28 Common Stock 3100 22950 D The transaction was executed in multiple trades in prices ranging from $35.93 to $35.935, 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. 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 2022-12-29