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 *
Atlas Venture Fund XI, L.P.
2. Issuer Name and Ticker or Trading Symbol
Ikena Oncology, Inc. [ IKNA]
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)
300 TECHNOLOGY SQUARE, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2021
(Street)
CAMBRIDGE, MA02139
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
Common Stock 169,095 I See Footnote ( 1 )
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 ( 2 ) ( 2 ) ( 2 ) Common Stock 1,327,927 I See Footnote ( 3 )
Series A-1 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,573,682 I See Footnote ( 3 )
Series A-2 Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,099,118 I See Footnote ( 1 )
Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 749,634 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Atlas Venture Fund XI, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates XI, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates XI, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Fund X, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
ATLAS VENTURE ASSOCIATES X, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates X, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Opportunity Fund I, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity I, L.P.
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Atlas Venture Associates Opportunity I, LLC
300 TECHNOLOGY SQUARE, 8TH FLOOR
CAMBRIDGE, MA02139
X
Signatures
Atlas Venture Fund XI, L.P., By: Atlas Venture Associates XI, L.P., its general partner, By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Associates XI, L.P., By: Atlas Venture Associates XI, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Associates XI, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Fund X, L.P., By: Atlas Venture Associates X, L.P., its general partner, By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Associates X, L.P., By: Atlas Venture Associates X, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Associates X, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Opportunity Fund I, L.P., By: Atlas Venture Associates Opportunity I, L.P., its general partner, By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Associates Opportunity I, L.P., By: Atlas Venture Associates Opportunity I, LLC, its general partner, By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Atlas Venture Associates Opportunity I, LLC By: Ommer Chohan, Chief Financial Officer /s/ Ommer Chohan 03/25/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held directly by Atlas Venture Fund XI, L.P. ("Atlas XI"). Atlas Venture Associates XI, L.P. ("Associates XI") is the general partner of Atlas XI. Atlas Venture Associates XI, LLC ("Associates XI LLC") is the general partner of Associates XI. Each of Associates XI and Associates XI LLC disclaims Section 16 beneficial ownership of the securities held by Atlas XI, except to the extent of its pecuniary interest therein, if any.
( 2 )The Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") is convertible into Common Stock on a one-for-7.154 basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock has no expiration date.
( 3 )These shares are held directly by Atlas Venture Fund X, L.P. ("Atlas X"). Atlas Venture Associates X, L.P. ("Associates X") is the general partner of Atlas X. Atlas Venture Associates X, LLC ("Associates X LLC") is the general partner of Associates X. Each of Associates X and Associates X LLC disclaims Section 16 beneficial ownership of the securities held by Atlas X, except to the extent of its pecuniary interest therein, if any.
( 4 )These shares are held directly by Atlas Venture Opportunity Fund I, L.P. ("Atlas Opportunity I"). Atlas Venture Associates Opportunity I, L.P. ("Associates I") is the general partner of Atlas Opportunity I. Atlas Venture Associates Opportunity I, LLC ("Associates I LLC") is the general partner of Associates I. Each of Associates I and Associates I LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Opportunity I, except to the extent of its pecuniary interest therein, if any.

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).

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