Sec Form 3 Filing - Barchas Isaac @ Immunome Inc. - 2023-10-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Barchas Isaac
2. Issuer Name and Ticker or Trading Symbol
Immunome Inc. [ IMNM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O IMMUNOME, INC., 665 STOCKTON DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2023
(Street)
EXTON, PA19341
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 121,680 ( 1 ) D
Common Stock 2,712,328 I See Footnotes ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 1.3 5 ( 4 ) 09/26/2032 Common Stock 76,885 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barchas Isaac
C/O IMMUNOME, INC.
665 STOCKTON DRIVE, SUITE 300
EXTON, PA19341
X See remarks
Signatures
/s/Isaac Barchas 10/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Barchas was appointed to the board of directors of the Issuer effective immediately after the Effective Time (as defined in the Merger Agreement). In connection with the Closing (as defined in the Agreement and Plan of Merger and Reorganization dated June 29, 2023 (the "Merger Agreement"), by and among the Issuer, Ibiza Merger Sub, Inc., and Morphimmune Inc.) and prior to Mr. Barchas being appointed to the board of directors of the Issuer, Mr. Barchas exchanged (i) his options to acquire shares of common stock of Morphimmune for options to acquire shares of the Issuer and (ii) his shares of common stock of Morphimmune for shares of the Issuer.
( 2 )As of the date hereof, Arsenal Bridge Venture II, LLC ("ABV II"), Arsenal Bridge Venture II-B, LLC (ABV II-B), RBP Catalyst Fund, L.P. ("RBP Catalyst") and Research Bridge Partners, Inc. ("RBP" and collectively with ABV II, ABV II-B and RBP Catalyst, the "ABV Entities") own 1,471,613 shares of Issuer common stock, 942,768 shares of Issuer common stock, 176,267 shares of Issuer common stock and 121,680 shares of Issuer common stock, respectively, and such shares were acquired prior to Mr. Barchas joining the board of directors of the Issuer. Mr. Barchas was appointed as a member of the board of directors of the Issuer effective immediately after the Closing (as defined in the Merger Agreement).
( 3 )Mr. Barchas (i) is a co-founder and holder of a power of attorney with the ability to exercise voting and investment power over the shares held by ABV II and ABV II-B, and (ii) as the Chief Executive Officer of RBP, which is the general partner of RBP Catalyst, exercises voting and investment power over the shares held by RBP and RBP Catalyst. Mr. Barchas disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares, if any. This report shall not be deemed an admission that Mr. Barchas is the beneficial owner of such shares.
( 4 )In connection with the Closing (as defined in the Merger Agreement), all the shares underlying the option became fully vested and exercisable.

Remarks:
On the basis of the relationship between Mr. Barchas and the ABV Entities, the ABV Entities may be subject to Section 16 of the Exchange Act with respect to the Issuer as so-called directors by deputization.

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