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Filing Details

Accession Number:: 0001638599-19-000878
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-09-20 16:29:50
Reporting Period:: 2019-09-20

Accepted Time:: 2019-09-20 16:29:50
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1496323	Igm Biosciences Inc.	IGMS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-09-20	260,796	$16.00	260,796	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2019-09-20	2,883,204	$16.00	2,883,204	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Non-Voting Common Stock	Series C Convertible Preferred	Disposition	2019-09-20	187,942	$0.00	187,942	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2019-09-20	187,942	$0.00	187,942	$0.00
Non-Voting Common Stock	Series C Convertible Preferred	Disposition	2019-09-20	2,081,895	$0.00	2,081,895	$0.00
Common Stock	Non-Voting Common Stock	Acquisiton	2019-09-20	2,081,895	$0.00	2,081,895	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
187,942	No	4	C	Indirect
0	No	4	C	Indirect
2,081,895	No	4	C	Indirect

Footnotes

The Series C Convertible Preferred ("Series C Preferred") of IGM Biosciences, Inc. (the "Issuer") have no expiration date and converted automatically on a 1 for 1 basis to non-voting common stock of the Issuer ("Non-Voting Common Stock") upon the close of the initial public offering of the Issuer on September 20, 2019 (the "IPO").
The Non-Voting Common Stock is non-voting and has no expiration date. Each share of Non-Voting Common Stock is convertible into one share of common stock of the Issuer ("Common Stock") at any time at the option of the holder without consideration subject to a 4.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days notice to the Issuer.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Non-Voting Common Stock and Series C Preferred reported in Table II directlyheld by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Non-Voting Common Stock and Series C Preferred reported on Table II directly held by 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.
Represents the automatic conversion of Series C Preferred without payment or further consideration on a 1 for 1 basis into Non-Voting Common Stock of the Issuer upon the closing of the IPO.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 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 by the Funds. Baker Bros. Advisors (GP) LLC (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 by 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 by 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 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 a beneficial owner of such securities for purposes of Section 16 or any other purpose.
667 and Life Sciences purchased 260,796 and 2,883,204 shares of Common Stock, respectively, for $16.00 per share in the IPO that closed on September 20, 2019.