Filing Details
- Accession Number:
- 0000947871-21-000420
- Form Type:
- 4/A
- Zero Holdings:
- No
- Publication Time:
- 2021-04-13 18:36:22
- Reporting Period:
- 2021-03-30
- Accepted Time:
- 2021-04-13 18:36:22
- Original Submission Date:
- 2021-04-01
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1835579 | Ikena Oncology Inc. | IKNA | () | DE |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1055951 | Orbimed Advisors Llc | 601 Lexington Avenue 54Th Floor New York NY 10022 | Yes | No | No | No | |
| 1682115 | Orbimed Capital Gp Vi Llc | 601 Lexington Avenue, 54Th Floor New York NY 10022 | Yes | No | No | No | |
| 1808744 | Orbimed Genesis Gp Llc | 601 Lexington Avenue, 54Th Floor New York NY 10022 | Yes | No | No | No |
Reported Non-Derivative Transactions
| 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 | 1,470,872 | $0.00 | 1,470,872 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2021-03-30 | 42,614 | $0.00 | 42,614 | No | 4 | C | Indirect | See footnotes |
| Common Stock | Acquisiton | 2021-03-30 | 375,000 | $16.00 | 1,845,872 | No | 4 | P | Indirect | See footnotes |
| Common Stock | Acquisiton | 2021-03-30 | 48,400 | $16.00 | 91,014 | No | 4 | P | Indirect | See footnotes |
| Non-Voting Common Stock | Acquisiton | 2021-03-30 | 5,429,023 | $0.00 | 5,429,023 | No | 4 | C | Indirect | See footnotes |
| Non-Voting Common Stock | Acquisiton | 2021-03-30 | 157,288 | $0.00 | 157,288 | 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
| 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 | 2,034,708 | $0.00 | 2,034,708 | $0.00 |
| Common Stock | Series A Preferred Stock | Disposition | 2021-03-30 | 551,259 | $0.00 | 551,259 | $0.00 |
| Non-Voting Common Stock | Series A-1 Preferred Stock | Disposition | 2021-03-30 | 2,411,260 | $0.00 | 2,411,260 | $0.00 |
| Common Stock | Series A-1 Preferred Stock | Disposition | 2021-03-30 | 653,277 | $0.00 | 653,277 | $0.00 |
| Non-Voting Common Stock | Series B Preferred Stock | Disposition | 2021-03-30 | 983,055 | $0.00 | 983,054 | $0.00 |
| Common Stock | Series B Preferred Stock | Disposition | 2021-03-30 | 266,336 | $0.00 | 266,337 | $0.00 |
| Non-Voting Common Stock | Series B Preferred Stock | Disposition | 2021-03-30 | 157,288 | $0.00 | 157,288 | $0.00 |
| Common Stock | Series B Preferred Stock | Disposition | 2021-03-30 | 42,614 | $0.00 | 42,614 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | 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. By virtue of such relationship, OrbiMed Advisors and GP VI may be deemed to have voting power 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. By virtue of such relationship, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by 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 Persons' Form 3.
- Represents 266,337 shares of Common Stock and 983,054 shares of Non-Voting Common Stock issuable upon conversion.
- Represents 42,614 shares of Common Stock and 157,288 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.
- This report on Form 4 is jointly filed by OrbiMed Advisors, GP VI, and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, David P. Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
Billionaire Hedge Funds
