August 14, 2025 · Form 4 insider transaction
BAKER BROS. ADVISORS LP sold 9,886,217 shares of IGM Biosciences Inc at $0.00 per share, a transaction worth N/A. The trade was recorded as u and disclosed on an SEC Form 4, filed 4 days after the transaction.
Represents non-voting common stock of the Issuer ("Non-Voting Common Stock") with no expiration date that was convetible at any time at the option of the holder on a 1-for-1 basis without consideration into Common Stock to the extent that after giving effect to such conversion, the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would have beneficially owned, for purposes of Rule 13d-3 under the Securities Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the "Beneficial Ownership Limitation") following such conversion. By written notice to the Issuer, the Funds may have from time to time been able to increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such change would not have been effective until the 61st day after such notice is delivered to the Issuer.; Reflects the completion of a tender offer by Concentra Biosciences, LLC (the "Parent"), to purchase all of the issued and outstanding shares of voting and non-voting common stock ("Shares") of the IGM Biosciences, Inc. (the "Issuer") for (i) $1.247 per Share in cash plus (ii) one non-transferable contractual contingent value right for each Share in connection with the consummation of the transactions (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of July 1, 2025, by and among the Issuer, the Parent and Concentra Merger Sub V, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, pursuant to which, at the effective time of the Merger on August 14, 2025, Merger Sub merged with and into the Issuer, with the Issuer surviving as a subsidiary of Parent.; Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and togeher with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.; Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is or was a beneficial owner of such securities for purposes of Section 16 or any other purpose.; As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may have been deemed to have had an indirect pecuniary interest in Common Stock reported as disposed in Table I and securities reported as disposed in Table II that were held directly by or that were held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.