0000947871-21-000426.txt : 20210414
0000947871-21-000426.hdr.sgml : 20210414
20210414182928
ACCESSION NUMBER: 0000947871-21-000426
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210330
FILED AS OF DATE: 20210414
DATE AS OF CHANGE: 20210414
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bonita David P
CENTRAL INDEX KEY: 0001572451
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40287
FILM NUMBER: 21826830
MAIL ADDRESS:
STREET 1: C/O ORBIMED ADVISORS LLC
STREET 2: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ikena Oncology, Inc.
CENTRAL INDEX KEY: 0001835579
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 50 NORTHERN AVE.
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 857-343-8292
MAIL ADDRESS:
STREET 1: 50 NORTHERN AVE.
CITY: BOSTON
STATE: MA
ZIP: 02210
4/A
1
ownership.xml
X0306
4/A
2021-03-30
2021-04-01
0
0001835579
Ikena Oncology, Inc.
IKNA
0001572451
Bonita David P
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
Common Stock
2021-03-30
4
C
0
1470872
A
1470872
I
See footnotes
Common Stock
2021-03-30
4
C
0
42614
A
42614
I
See footnotes
Common Stock
2021-03-30
4
P
0
375000
16
A
1845872
I
See footnotes
Common Stock
2021-03-30
4
P
0
48400
16
A
91014
I
See footnotes
Non-Voting Common Stock
2021-03-30
4
C
0
5429023
A
5429023
I
See footnotes
Non-Voting Common Stock
2021-03-30
4
C
0
157288
A
157288
I
See footnotes
Series B Preferred Stock
2020-12-21
4
A
0
8938148
1.3985
A
Common Stock
1249391
8938148
I
See foonotes
Series B Preferred Stock
2020-12-21
4
A
0
1430103
1.3985
A
Common Stock
199902
1430103
I
See footnotes
Series A Preferred Stock
2021-03-30
4
C
0
2034708
D
Non-Voting Common Stock
2034708
0
I
See foonotes
Series A Preferred Stock
2021-03-30
4
C
0
551259
D
Common Stock
551259
0
I
See foonotes
Series A-1 Preferred Stock
2021-03-30
4
C
0
2411260
D
Non-Voting Common Stock
2411260
0
I
See foonotes
Series A-1 Preferred Stock
2021-03-30
4
C
0
653277
D
Common Stock
653277
0
I
See foonotes
Series B Preferred Stock
2021-03-30
4
C
0
983054
D
Non-Voting Common Stock
983054
0
I
See foonotes
Series B Preferred Stock
2021-03-30
4
C
0
266337
D
Common Stock
266337
0
I
See foonotes
Series B Preferred Stock
2021-03-30
4
C
0
157288
D
Non-Voting Common Stock
157288
0
I
See footnotes
Series B Preferred Stock
2021-03-30
4
C
0
42614
D
Common Stock
42614
0
I
See footnotes
Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series B Preferred Stock (together, the "Preferred Stock") was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date.
The securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationship, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.
The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationship, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Persons' Form 3.
Represents 266,337 shares of Common Stock and 983,054 shares of Non-Voting Common Stock issuable upon conversion.
Represents 42,614 shares of Common Stock and 157,288 shares of Non-Voting Common Stock issuable upon conversion.
Each share of Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Non-Voting Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.9% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.
Each of the GP VI, Genesis, OrbiMed Advisors, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose. OrbiMed Advisors has designated the Reporting Person as its representative on the Issuer's Board of Directors.
This Form 4 amends and restates the Form 4 filed by the Reporting Person on April 1, 2021 to reflect the correct split between shares of Common Stock and Non-Voting Common Stock.
/s/ David P. Bonita
2021-04-14