Sec Form 3 Filing - BAY CITY CAPITAL LLC @ IMARA Inc. - 2020-03-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BAY CITY CAPITAL LLC 2. Issuer Name and Ticker or Trading Symbol IMARA Inc. [ IMRA] 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) 750 BATTERY STREET STE 400, 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2020 (Street) SAN FRANCISCO, CA94111 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 Seed Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 44,749 I By entities affiliated with Bay City Capital LLC ( 1 ) ( 2 ) Series Seed Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 852 I By entities affiliated with Bay City Capital LLC ( 1 ) ( 3 ) Series A Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 511,335 I By entities affiliated with Bay City Capital LLC ( 1 ) ( 2 ) Series A Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 9,741 I By entities affiliated with Bay City Capital LLC ( 1 ) ( 3 ) Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 134,148 I By entities affiliated with Bay City Capital LLC ( 1 ) ( 2 ) Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 2,555 I By entities affiliated with Bay City Capital LLC ( 1 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAY CITY CAPITAL LLC 750 BATTERY STREET STE 400 SAN FRANCISCO, CA94111 X Bay City Capital Management V LLC 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA94111 X Bay City Capital Fund V, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA94111 X Bay City Capital Fund V Co-Investment Fund, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA94111 X Signatures Bay City Capital LLC, By: /s/ Michael P. Gray, Attorney-in-Fact 03/11/2020 Signature of Reporting Person Date Bay City Capital Management V LLC, By: /s/ Michael P. Gray, Attorney-in-Fact 03/11/2020 Signature of Reporting Person Date Bay City Capital Fund V, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact 03/11/2020 Signature of Reporting Person Date Bay City Capital Fund V Co-Investment Fund, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Carl Goldfischer, a Managing Director of BCC, is a member of the Issuer's Board of Directors. ( 2 )Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. ( 3 )Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein. ( 4 )The Series Seed Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by at least 60% of the outstanding preferred stock. The shares have no expiration date. ( 5 )The Series A Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by at least 60% of the outstanding preferred stock. The shares have no expiration date. ( 6 )The Series B Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by at least 60% of the outstanding preferred stock. The shares have no expiration date.

Remarks: Exhibit index: 24.1 Power of Attorney

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.