Sec Form 4 Filing - Peppe Jennifer @ Imago BioSciences, Inc. - 2022-12-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Peppe Jennifer
2. Issuer Name and Ticker or Trading Symbol
Imago BioSciences, Inc. [ IMGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O IMAGO BIOSCIENCES, INC., 329 OYSTER POINT BLVD, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2022
(Street)
SOUTH SAN FRANCISCO, CA94080
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 12/15/2022 M 28,317 A $ 2.1 177,126 D
Common Stock 12/15/2022 M 12,400 A $ 4.2 189,526 D
Common Stock 12/15/2022 M 58,551 A $ 2.52 248,077 D
Common Stock 12/15/2022 M 8,009 A $ 1.52 256,086 D
Common Stock 12/15/2022 M 10,000 A $ 22.76 266,086 D
Common Stock 12/15/2022 M 2,145 A $ 15.45 268,231 D
Common Stock 12/15/2022 S 119,422 D $ 35.7994( 1 ) 148,809 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warr ants, 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) $ 2.1 12/15/2022 M 28,317 ( 2 ) 09/09/2030 Common Stock 28,317 $ 0 23,562 D
Stock Option (Right to buy) $ 4.2 12/15/2022 M 12,400 ( 3 ) 02/04/2031 Common Stock 12,400 $ 0 11,409 D
Stock Option (Right to buy) $ 2.52 12/15/2022 M 58,551 01/01/2021 03/28/2027 Common Stock 58,551 $ 0 0 D
Stock Option (Right to buy) $ 1.52 12/15/2022 M 8,009 ( 4 ) 04/09/2029 Common Stock 8,009 $ 0 2,729 D
Stock Option (Right to buy) $ 22.76 12/15/2022 M 10,000 ( 5 ) 11/16/2031 Common Stock 10,000 $ 0 81,500 D
Stock Option (Right to buy) $ 15.45 12/15/2022 M 2,145 ( 6 ) 11/07/2032 Common Stock 2,145 $ 0 100,855 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peppe Jennifer
C/O IMAGO BIOSCIENCES, INC.
329 OYSTER POINT BLVD, 3RD FLOOR
SOUTH SAN FRANCISCO, CA94080
See Remarks
Signatures
/s/ Hugh Rienhoff, as Attorney-in-fact for Jennifer Peppe 12/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction was executed in multiple trades in prices ranging from $35.77 to $35.855, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
( 2 )The Option vests with respect to 25% of the shares subject thereto on July 7, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.
( 3 )One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from November 12, 2020 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.
( 4 )One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from April 10, 2019 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.
( 5 )25% of the shares subject to the option vest on the first anniversary measured from November 17, 2021 (the "Vesting Commencement Date" ), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
( 6 )One forty-eighth (1/48th) of the shares initially subject to the option will vest on each monthly anniversary measured from November 8, 2022 (the "Vesting Commencement Date"), so that 100% of the shares subject to the option will be fully vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service through each vesting date.

Remarks:
Global Head, Clinical OperationsOn November 19, 2022, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Merck Sharpe & Dohme LLC and M-Inspire Merger Sub, Inc., providing for the merger of M-Inspire Merger Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Merck Sharpe & Dohme LLC. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, the Reporting Person entered into the transactions disclosed on this Form 4.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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