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Filing Details

Accession Number:: 0000899243-21-014388
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-01 18:14:43
Reporting Period:: 2021-03-30

Accepted Time:: 2021-04-01 18:14:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1835579	Ikena Oncology Inc.	IKNA	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1572451	P David Bonita	C/O Ikena Oncology, Inc. 645 Summer Street, Suite 101 Boston MA 02210		Yes	No	No	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	2021-03-30	1,816,425	$0.00	1,816,425	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-03-30	68,978	$0.00	68,978	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2021-03-30	375,000	$16.00	2,191,425	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2021-03-30	48,400	$16.00	117,378	No	4	P	Indirect	See footnotes
Non-Voting Common Stock	Acquisiton	2021-03-30	5,083,470	$0.00	5,083,470	No	4	C	Indirect	See footnotes
Non-Voting Common Stock	Acquisiton	2021-03-30	130,924	$0.00	130,924	No	4	C	Indirect	See footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Acquisiton	2020-12-21	8,938,148	$1.40	1,249,391	$0.00
Common Stock	Series B Preferred Stock	Acquisiton	2020-12-21	1,430,103	$1.40	199,902	$0.00
Non-Voting Common Stock	Series A Preferred Stock	Disposition	2021-03-30	1,905,201	$0.00	1,905,201	$0.00
Common Stock	Series A Preferred Stock	Disposition	2021-03-30	680,766	$0.00	680,766	$0.00
Non-Voting Common Stock	Series A-1 Preferred Stock	Disposition	2021-03-30	2,257,785	$0.00	2,257,785	$0.00
Common Stock	Series A-1 Preferred Stock	Disposition	2021-03-30	806,752	$0.00	806,752	$0.00
Non-Voting Common Stock	Series B Preferred Stock	Disposition	2021-03-30	920,484	$0.00	920,484	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-03-30	328,907	$0.00	328,907	$0.00
Non-Voting Common Stock	Series B Preferred Stock	Disposition	2021-03-30	130,924	$0.00	130,924	$0.00
Common Stock	Series B Preferred Stock	Disposition	2021-03-30	68,978	$0.00	68,978	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,938,148	No	4	A	Indirect
1,430,103	No	4	A	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect

Footnotes

Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date.
The 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. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI.
The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OrbiMed Genesis and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis.
This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
Represents 328,907 shares of Common Stock and 920,484 shares of Non-Voting Common Stock issuable upon conversion.
Represents 86,864 shares of Common Stock and 113,038 shares of Non-Voting Common Stock issuable upon conversion.
Each share of Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Non-Voting Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.9% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.
Each of GP VI, Genesis GP, OrbiMed Advisors and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. OrbiMed Advisors has designated the Reporting Person as its representative to serve on the Issuer's board of directors.