4//SEC Filing
Bay City Capital Fund V Co-Investment Fund, L.P. 4
Accession 0000899243-20-008488
CIK 0001672619other
Filed
Mar 15, 8:00 PM ET
Accepted
Mar 16, 5:12 PM ET
Size
32.7 KB
Accession
0000899243-20-008488
Insider Transaction Report
Form 4
IMARA Inc.IMRA
BAY CITY CAPITAL LLC
10% Owner
Transactions
- Conversion
Series Seed Preferred Stock
2020-03-16−5,372→ 0 total(indirect: By LLC)→ Common Stock (852 underlying) - Conversion
Series A Preferred Stock
2020-03-16−3,220,915→ 0 total(indirect: By LLC)→ Common Stock (511,335 underlying) - Conversion
Common Stock
2020-03-16+690,232→ 690,232 total(indirect: By LLC) - Conversion
Series Seed Preferred Stock
2020-03-16−281,878→ 0 total(indirect: By LLC)→ Common Stock (44,749 underlying) - Conversion
Series B Preferred Stock
2020-03-16−16,103→ 0 total(indirect: By LLC)→ Common Stock (2,555 underlying) - Conversion
Common Stock
2020-03-16+13,148→ 703,380 total(indirect: By LLC) - Conversion
Series A Preferred Stock
2020-03-16−61,378→ 0 total(indirect: By LLC)→ Common Stock (9,741 underlying) - Conversion
Series B Preferred Stock
2020-03-16−845,008→ 0 total(indirect: By LLC)→ Common Stock (134,148 underlying) - Award
Stock Option (right to buy)
2020-03-16+15,457→ 15,457 total(indirect: By LLC)Exercise: $16.00Exp: 2030-03-15→ Common Stock (15,457 underlying)
Bay City Capital Management V LLC
10% Owner
Transactions
- Conversion
Series Seed Preferred Stock
2020-03-16−281,878→ 0 total(indirect: By LLC)→ Common Stock (44,749 underlying) - Conversion
Common Stock
2020-03-16+690,232→ 690,232 total(indirect: By LLC) - Conversion
Common Stock
2020-03-16+13,148→ 703,380 total(indirect: By LLC) - Conversion
Series Seed Preferred Stock
2020-03-16−5,372→ 0 total(indirect: By LLC)→ Common Stock (852 underlying) - Conversion
Series B Preferred Stock
2020-03-16−845,008→ 0 total(indirect: By LLC)→ Common Stock (134,148 underlying) - Conversion
Series B Preferred Stock
2020-03-16−16,103→ 0 total(indirect: By LLC)→ Common Stock (2,555 underlying) - Conversion
Series A Preferred Stock
2020-03-16−3,220,915→ 0 total(indirect: By LLC)→ Common Stock (511,335 underlying) - Conversion
Series A Preferred Stock
2020-03-16−61,378→ 0 total(indirect: By LLC)→ Common Stock (9,741 underlying) - Award
Stock Option (right to buy)
2020-03-16+15,457→ 15,457 total(indirect: By LLC)Exercise: $16.00Exp: 2030-03-15→ Common Stock (15,457 underlying)
GOLDFISCHER CARL
Director10% Owner
Transactions
- Conversion
Common Stock
2020-03-16+690,232→ 690,232 total(indirect: By LLC) - Award
Stock Option (right to buy)
2020-03-16+15,457→ 15,457 total(indirect: By LLC)Exercise: $16.00Exp: 2030-03-15→ Common Stock (15,457 underlying) - Conversion
Series Seed Preferred Stock
2020-03-16−5,372→ 0 total(indirect: By LLC)→ Common Stock (852 underlying) - Conversion
Series A Preferred Stock
2020-03-16−3,220,915→ 0 total(indirect: By LLC)→ Common Stock (511,335 underlying) - Conversion
Series A Preferred Stock
2020-03-16−61,378→ 0 total(indirect: By LLC)→ Common Stock (9,741 underlying) - Conversion
Series B Preferred Stock
2020-03-16−16,103→ 0 total(indirect: By LLC)→ Common Stock (2,555 underlying) - Conversion
Common Stock
2020-03-16+13,148→ 703,380 total(indirect: By LLC) - Conversion
Series Seed Preferred Stock
2020-03-16−281,878→ 0 total(indirect: By LLC)→ Common Stock (44,749 underlying) - Conversion
Series B Preferred Stock
2020-03-16−845,008→ 0 total(indirect: By LLC)→ Common Stock (134,148 underlying)
Bay City Capital Fund V, L.P.
10% Owner
Transactions
- Conversion
Series A Preferred Stock
2020-03-16−3,220,915→ 0 total(indirect: By LLC)→ Common Stock (511,335 underlying) - Award
Stock Option (right to buy)
2020-03-16+15,457→ 15,457 total(indirect: By LLC)Exercise: $16.00Exp: 2030-03-15→ Common Stock (15,457 underlying) - Conversion
Series Seed Preferred Stock
2020-03-16−281,878→ 0 total(indirect: By LLC)→ Common Stock (44,749 underlying) - Conversion
Series B Preferred Stock
2020-03-16−16,103→ 0 total(indirect: By LLC)→ Common Stock (2,555 underlying) - Conversion
Series A Preferred Stock
2020-03-16−61,378→ 0 total(indirect: By LLC)→ Common Stock (9,741 underlying) - Conversion
Common Stock
2020-03-16+690,232→ 690,232 total(indirect: By LLC) - Conversion
Common Stock
2020-03-16+13,148→ 703,380 total(indirect: By LLC) - Conversion
Series Seed Preferred Stock
2020-03-16−5,372→ 0 total(indirect: By LLC)→ Common Stock (852 underlying) - Conversion
Series B Preferred Stock
2020-03-16−845,008→ 0 total(indirect: By LLC)→ Common Stock (134,148 underlying)
Transactions
- Conversion
Common Stock
2020-03-16+690,232→ 690,232 total(indirect: By LLC) - Conversion
Series A Preferred Stock
2020-03-16−3,220,915→ 0 total(indirect: By LLC)→ Common Stock (511,335 underlying) - Award
Stock Option (right to buy)
2020-03-16+15,457→ 15,457 total(indirect: By LLC)Exercise: $16.00Exp: 2030-03-15→ Common Stock (15,457 underlying) - Conversion
Series Seed Preferred Stock
2020-03-16−5,372→ 0 total(indirect: By LLC)→ Common Stock (852 underlying) - Conversion
Series A Preferred Stock
2020-03-16−61,378→ 0 total(indirect: By LLC)→ Common Stock (9,741 underlying) - Conversion
Series Seed Preferred Stock
2020-03-16−281,878→ 0 total(indirect: By LLC)→ Common Stock (44,749 underlying) - Conversion
Series B Preferred Stock
2020-03-16−845,008→ 0 total(indirect: By LLC)→ Common Stock (134,148 underlying) - Conversion
Series B Preferred Stock
2020-03-16−16,103→ 0 total(indirect: By LLC)→ Common Stock (2,555 underlying) - Conversion
Common Stock
2020-03-16+13,148→ 703,380 total(indirect: By LLC)
Footnotes (8)
- [F1]Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Carl Goldfischer, a Managing Director of BCC, is a member of the Issuer's Board of Directors.
- [F2]Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
- [F3]Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
- [F4]On March 16, 2020, the Series Seed Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series Seed Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- [F5]On March 16, 2020, Series A Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- [F6]On March 16, 2020, the Series B Preferred Stock converted into Common Stock on a 6.299-for-1 basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.
- [F7]The option vests in three equal installments on March 16, 2021, 2022 and 2023.
- [F8]The securities are held directly by Bay City Capital LLC ("BCC LLC") and represent stock options granted to Dr. Goldfischer and transferred to BCC LLC pursuant to an agreement between Dr. Goldfischer and BCC LLC. Dr. Goldfischer disclaims beneficial ownership over the securities owned by BCC LLC except to the extent of his pecuniary interest, if any, in the securities by virtue of his role as managing director of BCC LLC. This report shall not be deemed an admission that the Dr. Goldfischer is the beneficial owner of such shares.
Documents
Issuer
IMARA Inc.
CIK 0001672619
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001409813
Filing Metadata
- Form type
- 4
- Filed
- Mar 15, 8:00 PM ET
- Accepted
- Mar 16, 5:12 PM ET
- Size
- 32.7 KB