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IMGO Imago BioSciences Inc

36.01
0.00 (0.00%)
26 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Imago BioSciences Inc NASDAQ:IMGO NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 36.01 37.82 34.21 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

11/01/2023 9:14pm

Edgar (US Regulatory)


FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Chiang Hsiangyi
2. Issuer Name and Ticker or Trading Symbol

Imago BioSciences, Inc. [ IMGO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Senior Vice President, Finance
(Last)          (First)          (Middle)

C/O IMAGO BIOSCIENCES, INC., 303 TWIN DOLPHIN DRIVE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/11/2023
(Street)

REDWOOD CITY, CA 94065
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1/11/2023  U  26538 D$36.00 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $4.20 1/11/2023  D     86206   (1)2/4/2031 Common Stock 86206  (1)0 D  
Stock Option (Right to Buy) $15.45 1/11/2023  D     91500   (1)11/7/2032 Common Stock 91500  (1)0 D  
Stock Option (Right to Buy) $22.76 1/11/2023  D     23500   (1)11/16/2031 Common Stock 23500  (1)0 D  

Explanation of Responses:
(1) On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Merck Sharpe & Dohme LLC and M-Inspire Merger Sub, Inc., providing for the merger of M-Inspire Merger Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Merck Sharpe & Dohme LLC. Pursuant to the Merger Agreement, each option to purchase common stock of the Issuer, whether vested or unvested, outstanding immeditately prior to the effective time of the Merger, were exchanged for a cash payment equal to (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of $36.00 over the per share exercise price under such option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Chiang Hsiangyi
C/O IMAGO BIOSCIENCES, INC.
303 TWIN DOLPHIN DRIVE, 6TH FLOOR
REDWOOD CITY, CA 94065


Senior Vice President, Finance

Signatures
/s/Hugh Y. Rienhoff, as Attorney-in-fact for Hsiangyi Chiang1/11/2023
**Signature of Reporting PersonDate


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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