X0306 4 2020-10-01 0 0001496323 IGM Biosciences, Inc. IGMS 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 Common Stock 2020-10-01 4 A 0 223 0 A 261465 I See Footnotes Common Stock 2020-10-01 4 A 0 223 0 A 2883873 I See Footnotes 223 restricted stock units ("RSU's") of IGM Biosciences, Inc. (the "Issuer") issued to Dr. Kelvin M. Neu, a full-time employee of Baker Bros. Advisors LP (the "Adviser") pursuant to the Issuer's Outside Director Compensation Policy (the "Stock Incentive Plan") in lieu of director retainer fees of $6,250. The RSU's are fully vested. Dr. Neu serves on the Issuer's board of directors (the "Board") as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). Pursuant to the policies of the Adviser, Dr. Neu does not have any right to the pecuniary interest in the Issuer's securities issued in lieu of quarterly director retainer fees and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the shares of common stock of the Issuer ("Common Stock"). Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock issued in lieu of director retainer fees, the non-qualified stock options ("Stock Options") and Common Stock issued upon exercise of Stock Options (ie. no direct pecuniary interest). After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP),LLC, due to their interest in 667, and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock of the Issuer reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Includes beneficial ownership of 446 RSU's previously issued to Dr. Neu pursuant to the Stock Incentive Plan in lieu of quarterly director retainer fees that were issued to Dr. Neu in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion. The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. The 223 RSU's are reported for each of the Funds as each has an indirect pecuniary interest. Pursuant to agreements between Julian C. Baker and the Adviser, the Adviser has voting and dispositive power over the Common Stock received in lieu of quarterly director retainer fees, Stock Options and any Common Stock received as a result of the exercise of Stock Options. Dr. Kelvin M. Neu, a full-time employee of Baker Bros. Advisors LP is a director of IGM Biosciences, Inc. (the "Issuer"). By virtue of his representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2020-10-05 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2020-10-05 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2020-10-05 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 2020-10-05 /s/ Felix J. Baker 2020-10-05 /s/ Julian C. Baker 2020-10-05