SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Barchas Isaac

(Last) (First) (Middle)
C/O IMMUNOME, INC.
665 STOCKTON DRIVE, SUITE 300

(Street)
EXTON PA 19341

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2023
3. Issuer Name and Ticker or Trading Symbol
Immunome Inc. [ IMNM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 121,680(1) D
Common Stock 2,712,328 I See Footnotes(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (4) 09/26/2032 Common Stock 76,885(1) $1.35 D
Explanation of Responses:
1. Mr. Barchas was appointed to the board of directors of the Issuer effective immediately after the Effective Time (as defined in the Merger Agreement). In connection with the Closing (as defined in the Agreement and Plan of Merger and Reorganization dated June 29, 2023 (the "Merger Agreement"), by and among the Issuer, Ibiza Merger Sub, Inc., and Morphimmune Inc.) and prior to Mr. Barchas being appointed to the board of directors of the Issuer, Mr. Barchas exchanged (i) his options to acquire shares of common stock of Morphimmune for options to acquire shares of the Issuer and (ii) his shares of common stock of Morphimmune for shares of the Issuer.
2. As of the date hereof, Arsenal Bridge Venture II, LLC ("ABV II"), Arsenal Bridge Venture II-B, LLC (ABV II-B), RBP Catalyst Fund, L.P. ("RBP Catalyst") and Research Bridge Partners, Inc. ("RBP" and collectively with ABV II, ABV II-B and RBP Catalyst, the "ABV Entities") own 1,471,613 shares of Issuer common stock, 942,768 shares of Issuer common stock, 176,267 shares of Issuer common stock and 121,680 shares of Issuer common stock, respectively, and such shares were acquired prior to Mr. Barchas joining the board of directors of the Issuer. Mr. Barchas was appointed as a member of the board of directors of the Issuer effective immediately after the Closing (as defined in the Merger Agreement).
3. Mr. Barchas (i) is a co-founder and holder of a power of attorney with the ability to exercise voting and investment power over the shares held by ABV II and ABV II-B, and (ii) as the Chief Executive Officer of RBP, which is the general partner of RBP Catalyst, exercises voting and investment power over the shares held by RBP and RBP Catalyst. Mr. Barchas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares, if any. This report shall not be deemed an admission that Mr. Barchas is the beneficial owner of such shares.
4. In connection with the Closing (as defined in the Merger Agreement), all the shares underlying the option became fully vested and exercisable.
Remarks:
On the basis of the relationship between Mr. Barchas and the ABV Entities, the ABV Entities may be subject to Section 16 of the Exchange Act with respect to the Issuer as so-called directors by deputization.
/s/Isaac Barchas 10/12/2023
** 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 5 (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).
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