Sec Form 3 Filing - Heron Patrick J @ Imago BioSciences, Inc. - 2021-07-15

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
Heron Patrick J
2. Issuer Name and Ticker or Trading Symbol
Imago BioSciences, Inc. [ IMGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
IMAGO BIOSCIENCES, INC., 329 OYSTER POINT BLVD. 3RD FL
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2021
(Street)
SOUTH SAN FRANCISCO, CA94080
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,199,890 I See Footnote ( 2 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 740,673 I See Footnote ( 2 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 225,850 I See Footnote ( 2 )
Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 341,932 I See Footnote ( 3 )
Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 211,069 I See Footnote ( 3 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 64,360 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heron Patrick J
IMAGO BIOSCIENCES, INC.
329 OYSTER POINT BLVD. 3RD FL
SOUTH SAN FRANCISCO, CA94080
X
Frazier Healthcare VII, L.P.
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X
Frazier Healthcare VII-A, L.P.
601 UNION STREET
SUITE 3200
SEATTLE, WA98101
X
FHM VII, L.L.C.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X C/O FRAZIER HEALTHCARE
FHM VII, L.P.
601 UNION STREET, SUITE 3200
SEATTLE, WA98101
X C/O FRAZIER HEALTHCARE
Signatures
/s/ Patrick J. Heron 07/15/2021
Signature of Reporting Person Date
FHM VII, L.L.C., By: /s/ Patrick J. Heron, Manager 07/15/2021
Signature of Reporting Person Date
FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager 07/15/2021
Signature of Reporting Person Date
Frazier Healthcare VII, L.P., By: FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager 07/15/2021
Signature of Reporting Person Date
Frazier Healthcare VII-A, L.P., By: FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager 07/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have no expiration date and are convertible into shares of Common Stock of the Issuer at the option of the holder. The shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall automatically convert into shares of Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock.
( 2 )These shares are held directly by Frazier Healthcare VII, L.P. ("FH VII"). The general partner of FH VII is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VII. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VII, except to the extent of his or its pecuniary interest therein, if any.
( 3 )These shares are held directly by Frazier Healthcare VII-A, L.P. ("FH VIIA"). The general partner of FH VIIA is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VIIA. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of his or its pecuniary interest therein, if any.

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