0000899243-23-006291.txt : 20230227 0000899243-23-006291.hdr.sgml : 20230227 20230227203052 ACCESSION NUMBER: 0000899243-23-006291 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230223 FILED AS OF DATE: 20230227 DATE AS OF CHANGE: 20230227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39247 FILM NUMBER: 23677825 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Genesis GP LLC CENTRAL INDEX KEY: 0001808744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39247 FILM NUMBER: 23677823 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VII LLC CENTRAL INDEX KEY: 0001760648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39247 FILM NUMBER: 23677824 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6491 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Enliven Therapeutics, Inc. CENTRAL INDEX KEY: 0001672619 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6200 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 720-647-8519 MAIL ADDRESS: STREET 1: 6200 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: IMARA Inc. DATE OF NAME CHANGE: 20160419 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-02-23 0 0001672619 Enliven Therapeutics, Inc. ELVN 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022-4629 1 0 1 0 0001760648 OrbiMed Capital GP VII LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001808744 OrbiMed Genesis GP LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 0 0 1 0 Common Stock 2023-02-23 4 A 0 7611458 A 8661225 I See footnotes Common Stock 2023-02-23 4 A 0 288114 A 288114 I See footnotes Pursuant to the Agreement and Plan of Merger, dated as of October 13, 2022 (the "Merger Agreement"), by and among Imara Inc. ("Imara"), Enliven Therapeutics, Inc., ("Enliven") and Iguana Merger Sub, Inc., a wholly owned subsidiary of the Issuer (the "Merger Sub"), provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of the Imara (the "Merger"). At the effective time of the Merger, each share of Enliven common stock was converted into the right to receive a number of shares of Imara common stock equal to an exchange ratio of approximately 0.2951 shares of Imara common stock for each share of Enliven common stock. After completion of the Merger, the combined company will be renamed "Enliven Therapeutics, Inc." and the common stock of the combined company will trade on The Nasdaq Stock Market under the symbol "ELVN." Prior to the closing of the Merger, Imara conducted a 1:4 reverse stock split of Imara common stock, resulting in the reporting person's ownership of 3,149,301 fewer shares of common stock. The shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII"). OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act, is the managing member of GP VII. By virtue of such relationships, GP VII and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VII and 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII. This report on Form 4 is filed by OrbiMed Advisors, GP VII, and OrbiMed Genesis GP LLC ("Genesis GP"). Each of the reporting persons 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. OrbiMed Advisors and GP VII have designated a representative, Rishi Gupta, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report on Form 4 shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The shares are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis"). Genesis GP is the general partner of Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by Genesis and 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 W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis. /s/ Carl Gordon, Member of OrbiMed Advisors LLC 2023-02-27 /s/ Carl Gordon, Member of OrbiMed Capital GP VII LLC 2023-02-27 /s/ Carl Gordon, Member of OrbiMed Genesis GP LLC 2023-02-27