0001104659-24-030166.txt : 20240301 0001104659-24-030166.hdr.sgml : 20240301 20240301213017 ACCESSION NUMBER: 0001104659-24-030166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240228 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Redmile Group, LLC CENTRAL INDEX KEY: 0001425738 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39045 FILM NUMBER: 24712662 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39045 FILM NUMBER: 24712661 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] ORGANIZATION NAME: 03 Life Sciences 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 tm247650-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-02-28 0 0001496323 IGM Biosciences, Inc. IGMS 0001425738 Redmile Group, LLC ONE LETTERMAN DRIVE, BUILDING D SUITE D3-300 SAN FRANCISCO CA 94129 1 0 1 0 0001650527 Green Jeremy C/O REDMILE GROUP, LLC (NY OFFICE) 45 W. 27TH STREET, FLOOR 11 NEW YORK NY 10001 0 0 1 0 0 Common Stock 2024-02-28 4 C 0 113400 0.00 A 3089062 I See Footnote Non-Voting Common Stock 2024-02-28 4 C 0 113400 0.00 D 2024-02-28 Common Stock 113400 7199325 I See Footnote On February 28, 2024, a private investment vehicle managed by Redmile Group, LLC ("Redmile") converted certain shares of the Issuer's non-voting common stock ("Non-Voting Stock") to shares of the Issuer's common stock ("Voting Stock"). 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. On December 4, 2023, the private investment vehicles managed by Redmile (the "Redmile Clients") that directly own shares of the Non-Voting Stock elected to increase the beneficial ownership percentage applicable to their shares from 4.99% to 10.95%, which increase became effective 61 days after the date of such election. The Non-Voting Stock has no expiration date. The reported securities are held directly by the Redmile Clients and may be deemed beneficially owned by Redmile as the investment manager of such Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the reported 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 2024-03-01 /s/ Jeremy Green 2024-03-01