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| FORM 4 |
| 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
| ( 1 )6,423 non-qualified stock options ("Stock Options") exercisable solely into common stock ("Common Stock") of IGM Biosciences, Inc. (the "Issuer") were granted under the Issuer's Amended and Restated 2018 Omnibus Incentive Plan to Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") in his capacity as a director of the Issuer. The Stock Options have a strike price of $91.50 per share, and 1/12 of such stock options vest each month following the Issuer's 2021 Annual Meeting of Stockholders ("2021 Annual Meeting"), subject to Felix J. Baker's continued service on the board of directors of the Issuer (the "Board"). However, if the Issuer's 2022 Annual Meeting of Stockholders is prior to the one-year anniversary of the 2021 Annual Meeting, the Stock Options will be fully vested as of such date.|
( 2 )The Stock Options expire on February 19, 2031. Felix J. Baker serves on the Board as a representative of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds").
( 3 )Pursuant to the policies of Baker Bros. Advisors LP (the "Adviser"), Felix J. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interests in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).
( 4 )The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviserreceives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. 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.
( 5 )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.
Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), is a director of IGM Biosciences, Inc. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|