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