4//SEC Filing
Topsoe Jakob Haldor 4
Accession 0001415889-25-021970
CIK 0001496323other
Filed
Aug 13, 8:00 PM ET
Accepted
Aug 14, 5:27 PM ET
Size
10.3 KB
Accession
0001415889-25-021970
Insider Transaction Report
Form 4
Topsoe Jakob Haldor
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2025-08-14−91,712→ 0 total - Disposition to Issuer
Common Stock
2025-08-14−10,400,564→ 0 total(indirect: See footnote) - Disposition to Issuer
Non-Voting Common Stock
2025-08-14−5,044,295→ 0 total(indirect: See footnote)→ Common Stock (5,044,295 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger dated July 1, 2025, by and among IGM Biosciences, Inc. (the "Company"), Concentra Biosciences, LLC, a Delaware limited liability company ("Parent"), and Concentra Merger Sub V, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on August 14, 2025, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding share of the Company's Common Stock and Non-Voting Common Stock was cancelled and converted into the right to receive (i) an amount equal to $1.247 in cash and (ii) one contractual contingent value right (a "CVR") subject to the terms and conditions of a Contingent Value Rights Agreement.
- [F2]Prior to the Merger, the shares were held directly by Topsoe Holding A/S. Jakob Haldor Topsoe, Christina Teng Topsoe, Anne Haugwitz-Hardenberg-Reventlow, Emil Oigaard, Thomas Schleicher and Birgitte Nielsen, members of the board of directors of Topsoe Holding A/S, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any.
- [F3]Prior to the Merger, the shares of Non-Voting Common Stock were convertible into the Issuer's Common Stock on a 1-for-1 basis (subject to a 4.99% beneficial ownership limitation that may be increased or decreased by the holder of such shares) and had no expiration date.
Documents
Issuer
IGM Biosciences, Inc.
CIK 0001496323
Entity typeother
Related Parties
1- filerCIK 0001785882
Filing Metadata
- Form type
- 4
- Filed
- Aug 13, 8:00 PM ET
- Accepted
- Aug 14, 5:27 PM ET
- Size
- 10.3 KB