Statement of Changes in Beneficial Ownership (4)
January 05 2023 - 4:29PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tapper Amy E. |
2. Issuer Name and Ticker or Trading Symbol
Imago BioSciences, Inc.
[
IMGO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O IMAGO BIOSCIENCES, INC., 303 TWIN DOLPHIN DRIVE, 6TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2023 |
(Street)
REDWOOD CITY, CA 94065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/3/2023 | | M | | 7482 | A | $2.52 | 127315 (1) | D | |
Common Stock | 1/3/2023 | | M | | 12400 | A | $4.2 | 139715 | D | |
Common Stock | 1/3/2023 | | M | | 1379 | A | $22.76 | 141094 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to buy) | $2.52 | 1/3/2023 | | M | | | 7482 | 1/1/2021 | 3/28/2027 | Common Stock | 7482 | $0 | 750 | D | |
Stock Option (Right to Buy) | $4.2 | 1/3/2023 | | M | | | 12400 | (2) | 2/4/2031 | Common Stock | 12400 | $0 | 11409 | D | |
Stock Option (Right to Buy) | $22.76 | 1/3/2023 | | M | | | 1379 | (3) | 11/16/2031 | Common Stock | 1379 | $0 | 90121 | D | |
Explanation of Responses: |
(1) | Reflects the adjusted total which includes the purchase of 786 shares under the Imago Employee Stock Purchase Plan on November 30, 2022. |
(2) | One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from November 12, 2020 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date. |
(3) | 25% of the shares subject to the option vest on the first anniversary measured from November 17, 2021 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tapper Amy E. C/O IMAGO BIOSCIENCES, INC. 303 TWIN DOLPHIN DRIVE, 6TH FLOOR REDWOOD CITY, CA 94065 |
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| See Remarks |
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Signatures
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/s/ Hugh Rienhoff, as Attorney-in-Fact for Amy E. Tapper | | 1/5/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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