4//SEC Filing
Redmile Group, LLC 4
Accession 0001104659-25-079307
CIK 0001496323other
Filed
Aug 14, 8:00 PM ET
Accepted
Aug 15, 5:00 PM ET
Size
14.8 KB
Accession
0001104659-25-079307
Insider Transaction Report
Form 4
Redmile Group, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2025-08-14−2,964,843→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Pre-Funded Warrants to Purchase Common Stock
2025-08-14−667,666→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-12-11→ Common Stock (667,666 underlying) - Disposition to Issuer
Non-Voting Common Stock
2025-08-14−7,199,325→ 0 total(indirect: See Footnotes)→ Common Stock (7,199,325 underlying)
Green Jeremy
Director10% Owner
Transactions
- Disposition to Issuer
Non-Voting Common Stock
2025-08-14−7,199,325→ 0 total(indirect: See Footnotes)→ Common Stock (7,199,325 underlying) - Disposition to Issuer
Pre-Funded Warrants to Purchase Common Stock
2025-08-14−667,666→ 0 total(indirect: See Footnotes)Exercise: $0.01From: 2020-12-11→ Common Stock (667,666 underlying) - Disposition to Issuer
Common Stock
2025-08-14−2,964,843→ 0 total(indirect: See Footnotes)
Footnotes (6)
- [F1]On August 14, 2025, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 1, 2025, among the Issuer, Concentra Biosciences, LLC, a Delaware limited liability company ("Parent"), and Concentra Merger Sub V, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer to purchase all outstanding shares of the Issuer's Common Stock and Non-Voting Common Stock ("Issuer Shares") in exchange for (a) a price per share of $1.247 in cash (the "Offer Price"), subject to applicable tax withholding and without interest, plus (b) one contingent value right ("CVR") per share subject to the terms and conditions of a Contingent Value Rights Agreement ("CVR Agreement"). The tender offer expired one minute following 11:59 p.m., Eastern Time, on August 13, 2025 (the "Offer Closing").
- [F2]On August 14, 2025, the Issuer completed its merger transaction with and into Merger Sub pursuant to the terms of the Merger Agreement, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). At the effective date and time of the Merger (the "Merger Closing"), each outstanding and unexercised pre-funded warrant to purchase shares of the Issuer's Common Stock (each, a "Pre-Funded Warrant") was cancelled and the holder received the right to a cash amount based on the Offer Price, subject to applicable tax withholding and without interest, less the exercise price per share underlying the Pre-Funded Warrant, plus one CVR per underlying share subject to the terms and conditions of a CVR Agreement.
- [F3]The Non-Voting Common Stock was convertible into shares of the Issuer's common stock at any time, in accordance with the terms of the Issuer's Amended and Restated Certificate of Incorporation at any time and from time to time at the holder's election on a 1-for-1 basis. The Non-Voting Common Stock had no expiration date.
- [F4]The Pre-Funded Warrants to purchase common stock of the Issuer have no expiration date.
- [F5]The Common Stock, Non-Voting Common Stock, and Pre-Funded Warrants of the Issuer reported herein were directly owned by certain private investment vehicles managed by Redmile (each, a "Redmile Fund"), and may have been deemed beneficially owned by Redmile as investment manager of the Redmile Funds.
- [F6]The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile (collectively with Redmile, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, if any, and this Form 4 shall not be deemed an admission that either Reporting Person 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.
Documents
Issuer
IGM Biosciences, Inc.
CIK 0001496323
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001425738
Filing Metadata
- Form type
- 4
- Filed
- Aug 14, 8:00 PM ET
- Accepted
- Aug 15, 5:00 PM ET
- Size
- 14.8 KB