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