0001104659-23-075972.txt : 20230628
0001104659-23-075972.hdr.sgml : 20230628
20230628214520
ACCESSION NUMBER: 0001104659-23-075972
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230626
FILED AS OF DATE: 20230628
DATE AS OF CHANGE: 20230628
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Redmile Group, LLC
CENTRAL INDEX KEY: 0001425738
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39045
FILM NUMBER: 231054085
BUSINESS ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE D3-300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-489-9980
MAIL ADDRESS:
STREET 1: ONE LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE D3-300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Jeremy
CENTRAL INDEX KEY: 0001650527
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39045
FILM NUMBER: 231054084
MAIL ADDRESS:
STREET 1: 45 W. 27TH STREET, FLOOR 11
CITY: NEW YORK
STATE: NY
ZIP: 10001
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IGM Biosciences, Inc.
CENTRAL INDEX KEY: 0001496323
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 770349194
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 325 E MIDDLEFIELD ROAD
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
BUSINESS PHONE: 650-965-7873
MAIL ADDRESS:
STREET 1: 325 E MIDDLEFIELD ROAD
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
FORMER COMPANY:
FORMER CONFORMED NAME: Palingen, Inc.
DATE OF NAME CHANGE: 20100712
4
1
tm2319851-2_4seq1.xml
OWNERSHIP DOCUMENT
X0407
4
2023-06-26
0
0001496323
IGM Biosciences, Inc.
IGMS
0001425738
Redmile Group, LLC
ONE LETTERMAN DRIVE, BUILDING D
SUITE D3-300
SAN FRANCISCO
CA
94129
1
0
0
0
0001650527
Green Jeremy
C/O REDMILE GROUP, LLC (NY OFFICE)
45 W. 27TH STREET, FLOOR 11
NEW YORK
NY
10001
1
0
0
0
0
Non-Voting Common Stock
2023-06-26
4
A
0
2812500
8.00
A
2023-06-26
Common Stock
2812500
7312725
I
See Footnote
On June 26, 2023, a private investment vehicle managed by Redmile Group, LLC ("Redmile") acquired the reported shares of the Issuer's non-voting common stock ("Non-Voting Stock") at a price per share equal to $8.00 in a private placement by the Issuer pursuant to the terms of a common stock purchase agreement, dated as of June 22, 2023 (the "Purchase Agreement"). Under the terms of the Purchase Agreement, the consummation of the private placement was contingent on the closing of an underwritten public offering of the Issuer's common stock ("Voting Stock") and Non-Voting Stock, which occurred on June 26, 2023.
Shares of Non-Voting Stock are convertible into shares of Voting Stock in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Certificate") at any time and from time to time at the holder's election on a 1-for-1 basis for no additional consideration. Such conversion rate is reflected in the amount listed under Column 7. The Certificate provides that the holder may not convert any shares of Non-Voting Stock if, after giving effect to the attempted conversion, the holder and its affiliates would collectively beneficially own more than 4.99% of the number of shares of Voting Stock outstanding after giving effect to such attempted conversion, which percentage may be changed at a holder's election upon 61 days' notice to the Issuer. The Non-Voting Stock has no expiration date.
The reported securities are held directly by certain private investment vehicles managed by Redmile and may be deemed beneficially owned by Redmile as the investment manager of such Redmile funds. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (the "Reporting Persons") disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein, and this Form 4 shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Michael Lee, a member of the board of directors of the Issuer and a managing director of Redmile, was elected to the board of the Issuer as a representative of Redmile and its affiliates. As a result, the Reporting Persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
2023-06-28
/s/ Jeremy Green
2023-06-28