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