Sec Form 3 Filing - Clarus Lifesciences III, L.P. @ 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
Clarus Lifesciences III, L.P.
2. Issuer Name and Ticker or Trading Symbol
Imago BioSciences, Inc. [ IMGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2021
(Street)
CAMBRIDGE, MA02142
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 convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,872,217 ( 2 ) I See Footnotes ( 3 ) ( 4 ) ( 5 )
Series B convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,155,689 ( 2 ) I See Footnotes ( 3 ) ( 4 ) ( 5 )
Series C convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 197,131 ( 2 ) I See Footnotes ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clarus Lifesciences III, L.P.
C/O CLARUS VENTURES, LLC 101 MAIN STREET
SUITE 1210
CAMBRIDGE, MA02142
X
Clarus Ventures III GP, L.P.
C/O CLARUS VENTURES
101 MAIN STREET, SUITE 1210
CAMBRIDGE, MA02142
X
Blackstone Clarus III L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVE
NEW YORK, NY10154
X
Blackstone Holdings II L.P.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVE
NEW YORK, NY10154
X
Blackstone Holdings I/II GP L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVE
NEW YORK, NY10154
X
Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP INC.
345 PARK AVE
NEW YORK, NY10154
X
SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP INC.
345 PARK AVE
NEW YORK, NY10154
X
Blackstone Group Inc
345 PARK AVE
NEW YORK, NY10154
X
Signatures
See Remarks 07/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Series A, Series B, and Series C convertible 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 and have no expiration date.
( 2 )Reflects a 8.4-for-1 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.
( 3 )Reflects securities held directly by Clarus Lifesciences III, L.P. Clarus Ventures III GP, L.P. is the general partner of Clarus Lifesciences III, L.P. Blackstone Clarus III L.L.C. is the general partner of Clarus Ventures III GP, L.P. The sole member of Blackstone Clarus III L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of the Series II preferred stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
( 4 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
( 5 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:
CLARUS LIFESCIENCES III, L.P., By: Clarus Ventures III GP, L.P., its GP, By: Blackstone Clarus III, L.L.C., its GP, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP,By: /s/ Tabea Hsi, SMDCLARUS VENTURES III GP, L.P., By: Blackstone Clarus III, L.L.C., its GP, By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its GP,By: /s/ Tabea Hsi, Title: Senior Managing DirectorBLACKSTONE CLARUS III L.L.C., By: Blackstone Holdings II L.P., its managing member, By: Blackstone Holdings I/II GP L.L.C., its general partner,By: /s/ Tabea Hsi, Title: Senior Managing DirectorBLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner,By: /s/ Tabea Hsi, Title: Senior Managing DirectorBLACKSTONE HOLDINGS I/II GP L.L.C.,By: /s/ Tabea Hsi, Title: Senior Managing DirectorTHE BLACKSTONE GROUP INC.,By: /s/ Tabea Hsi, Title: Senior Managing DirectorBLACKSTONE GROUP MANAGEMENT L.L.C.,By: /s/ Tabea Hsi, Title: Senior Managing Director/s/ Stephen A. Schwarzman

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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