0001493152-23-006118.txt : 20230227 0001493152-23-006118.hdr.sgml : 20230227 20230227171419 ACCESSION NUMBER: 0001493152-23-006118 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: COMMODORE CAPITAL LP CENTRAL INDEX KEY: 0001831942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39247 FILM NUMBER: 23676555 BUSINESS ADDRESS: STREET 1: 444 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 917-970-1730 MAIL ADDRESS: STREET 1: 444 MADISON AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 ownership.xml X0306 4 2023-02-23 1 0001672619 Enliven Therapeutics, Inc. ELVN 0001831942 COMMODORE CAPITAL LP 444 MADISON AVENUE 35TH FLOOR NEW YORK NY 10022 0 0 1 0 Common stock, par value $0.001 per share 2023-02-23 4 P 0 621.75 22.072 A 718749 I By Commodore Capital Master LP Common stock, par value $0.001 per share 2023-02-23 4 J 0 729891 A 1448640 I By Commodore Capital Master LP The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.72 to $25.28 per share, inclusive, prior to the consummation of the Merger (as defined below). The Reporting Person undertakes to provide to Issuer any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein. The shares are held directly by Commodore Capital Master LP ("Commodore Master"). Commodore Capital LP ("Commodore Capital") is the investment manager to Commodore Master. Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital and exercise investment and dispositive power over the securities held by Commodore Master. Each of Commodore Capital, Dr. Kramarz and Dr. Atkinson disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Commodore Capital, Commodore Master, Dr. Kramarz and Dr. Atkinson or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. On February 23, 2023, IMARA Inc. ("IMARA") completed a merger with Enliven Therapeutics, Inc. ("Legacy Enliven"), with Legacy Enliven surviving the merger as a direct wholly owned subsidiary of IMARA (the "Merger"). Prior to the Merger, the Reporting Person was a shareholder of both IMARA and Legacy Enliven. At the effective time of the Merger, the Reporting Person's 2,473,327 shares in Legacy Enliven converted into 729,891 shares of IMARA's Common Stock. In connection with the Merger, the Reporting Person also received a dividend of one Contingent Value Right ("CVR") for or each outstanding share of IMARA's Common Stock held on February 22, 2023. Accordingly, the Reporting Person received 2,872,513 CVRs, each representing the right to receive contingent payments upon the occurrence of certain events, as set forth in the Contingent Value Rights Agreement. As a result of the Merger, the Reporting Person is no longer a 10% owner of the Issuer as of the date of this Form 4. The shares and prices reported on this Form 4 have been adjusted to reflect the consummation of the Merger and the Issuer's 1-for-4 reverse stock split of its Common Stock, effective February 23, 2023. /s/ Michael Kramarz, Managing Partner 2023-02-27