4//SEC Filing
Bonita David P 4
Accession 0000947871-23-000931
CIK 0001835579other
Filed
Sep 13, 8:00 PM ET
Accepted
Sep 14, 9:17 PM ET
Size
13.0 KB
Accession
0000947871-23-000931
Insider Transaction Report
Form 4
Bonita David P
Director
Transactions
- Award
Common Stock
2023-08-04+153,121→ 2,251,218 total(indirect: See Footnote) - Award
Series A Preferred Stock
2023-08-04+353,192→ 353,192 total(indirect: See Footnote)→ Non-Voting Common Stock (353,192 underlying)
Holdings
- 157,288(indirect: See Footnote)
Non-Voting Common Stock
- 5,429,023(indirect: See Footnote)
Non-Voting Common Stock
- 91,014(indirect: See Footnote)
Common Stock
Footnotes (6)
- [F1]Received in exchange for shares of common stock of Pionyr Immunotherapeutics, Inc. ("Pionyr") in accordance with the terms of the Agreement and Plan of Merger, dated August 4, 2023, by and among the Issuer, Portsmouth Merger Sub I, Inc., a wholly owned subsidiary of the Issuer, Portsmouth Merger Sub II, LLC, a wholly owned subsidiary of the Issuer, Pionyr, and Fortis Advisors LLC, as securityholder agent.
- [F2]Each share of Non-Voting Common Stock is convertible into one share of the Issuer's common stock at any time at the option of the holder without payment or additional consideration, subject to a 9.99% beneficial ownership limitation that may be increased or decreased by the holder upon 61 days' notice to the Issuer.
- [F3]These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI. OrbiMed Advisors exercises this investment and voting 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 VI.
- [F4]These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. 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 with respect to the securities held by Genesis Master Fund. 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 Master Fund.
- [F5]Each of the Reporting Person, OrbiMed Advisors, GP VI, and Genesis GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1943, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Person, OrbiMed Advisors, GP VI, or Genesis GP is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
- [F6]Following approval by the Issuer's stockholders of the conversion of the Issuer's Series A Preferred Stock into shares of the Issuer's common stock, each share of Series A Preferred Stock is automatically convertible into one share of the Issuer's voting common stock; provided that if a holder of the Issuer's Series A Preferred Stock was a holder of the Issuer's Non-Voting Common Stock prior to such conversion, such holder will receive shares of the Issuer's Non-Voting Common Stock to the extent such conversion would result in such holder beneficially owning more than 9.99% of the Issuer's voting common stock.
Documents
Issuer
Ikena Oncology, Inc.
CIK 0001835579
Entity typeother
Related Parties
1- filerCIK 0001572451
Filing Metadata
- Form type
- 4
- Filed
- Sep 13, 8:00 PM ET
- Accepted
- Sep 14, 9:17 PM ET
- Size
- 13.0 KB