Arenberg Michael's Form 4 filing
Imago BioSciences, Inc. (IMGO) · filed Dec 29, 2022
- Accession no.
- 0001567619-22-022096
- Filed
- Dec 29, 2022
- Trade date
- Dec 27, 2022
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 3 non-derivative transactions and 2 derivative transactions. Open-market sales total $2.53M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Arenberg MichaelCIK 0001755509 | Officer (See Remarks) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 27, 2022 | Common Stock | MOption exerciseAcquired | +28,206 | $15.45 | +$435,782.7 | 53,101 | Direct | |
| Dec 27, 2022 | Common Stock | MOption exerciseAcquired | +66,794 | $18.44 | +$1,231,681.36 | 119,895 | Direct | |
| Dec 27, 2022 | Common Stock | SSaleDisposed | −70,508 | $35.93F1 | −$2,533,352.44 | 49,387 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 27, 2022 | Common Stock | MOption exerciseDisposed | −28,206 | $0.00 | $0 | 2,149 | Direct | |
| Dec 27, 2022 | Common Stock | MOption exerciseDisposed | −66,794 | $0.00 | $0 | 304,206 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The transaction was executed in multiple trades in prices ranging from $35.93 to $35.935, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
Referenced by the price of 1 transaction in Table I.
Remarks
Chief Operating and Business Officer On November 19, 2022, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Merck Sharpe & Dohme LLC and M-Inspire Merger Sub, Inc., providing for the merger of M-Inspire Merger Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Merck Sharpe & Dohme LLC. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, the Issuer accelerated the exercisability of the reported stock options and vested a portion, allowing the Reporting Person to enter into the transactions disclosed on this Form 4.