Sec Form 4 Filing - ORBIMED ADVISORS LLC @ Ikena Oncology, Inc. - 2021-03-30

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 ORBIMED ADVISORS LLC 2. Issuer Name and Ticker or Trading Symbol Ikena Oncology, Inc. [ IKNA] 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) 601 LEXINGTON AVENUE, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2021 (Street) NEW YORK, NY10022 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 03/30/2021 C 1,816,425 A 1,816,425 I See footnotes ( 2 ) ( 8 ) Common Stock 03/30/2021 C 68,978 A 68,978 I See footnotes ( 3 ) ( 8 ) Common Stock 03/30/2021 P 375,000 A $ 16 2,191,425 I See footnotes ( 2 ) ( 8 ) Common Stock 03/30/2021 P 48,400 A $ 16 117,378 I See footnotes ( 3 ) ( 8 ) Non-Voting Common Stock 03/30/2021 C 5,083,470 A 5,083,470 I See footnotes ( 2 ) ( 8 ) Non-Voting Common Stock 03/30/2021 C 130,924 A 130,924 I See footnotes ( 3 ) ( 8 )

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 B Preferred Stock ( 1 ) 12/21/2020 A( 4 ) 8,938,148 ( 1 ) ( 1 ) Common Stock ( 5 ) 1,249,391 ( 5 ) $ 1.3985 8,938,148 I See foonotes ( 2 ) ( 8 ) Series B Preferred Stock ( 1 ) 12/21/2020 A( 4 ) 1,430,103 ( 1 ) ( 1 ) Common Stock ( 6 ) 199,902 ( 6 ) $ 1.3985 1,430,103 I See foonotes ( 3 ) ( 8 ) Series A Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 1,905,201 ( 7 ) ( 7 ) Non-Voting Common Stock 1,905,201 ( 7 ) 0 I See foonotes ( 2 ) ( 8 ) Series A Preferred Stock ( 1 ) 03/30/2021 C 680,766 ( 1 ) ( 1 ) Common Stock 680,766 ( 1 ) 0 I See foonotes ( 2 ) ( 8 ) Series A-1 Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 2,257,785 ( 7 ) ( 7 ) Non-Voting Common Stock 2,257,785 ( 7 ) 0 I See foonotes ( 2 ) ( 8 ) Series A-1 Preferred Stock ( 1 ) 03/30/2021 C 806,752 ( 1 ) ( 1 ) Common Stock 806,752 ( 1 ) 0 I See foonotes ( 2 ) ( 8 ) Series B Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 920,484 ( 7 ) ( 7 ) Non-Voting Common Stock 920,484 ( 7 ) 0 I See foonotes ( 2 ) ( 8 ) Series B Preferred Stock ( 1 ) 03/30/2021 C 328,907 ( 1 ) ( 1 ) Common Stock 328,907 ( 1 ) 0 I See foonotes ( 2 ) ( 8 ) Series B Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 130,924 ( 7 ) ( 7 ) Non-Voting Common Stock 130,924 ( 7 ) 0 I See foonotes ( 3 ) ( 8 ) Series B Preferred Stock ( 1 ) 03/30/2021 C 68,978 ( 1 ) ( 1 ) Common Stock 68,978 ( 1 ) 0 I See foonotes ( 3 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X OrbiMed Genesis GP LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY10022 X Signatures OrbiMed Advisors LLC, By: /s/ Douglas Coon, authorized signatory 04/01/2021 Signature of Reporting Person Date OrbiMed Capital GP VI LLC, By: /s/ Douglas Coon, authorized signatory 04/01/2021 Signature of Reporting Person Date OrbiMed Genesis GP LLC, By: /s/ Douglas Coon, authorized signatory 04/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock (together, the "Preferred Stock") was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date. ( 2 )The securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationship, OrbiMed Advisors and GP VI may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI. ( 3 )The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("OrbiMed Genesis"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of OrbiMed Genesis. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationship, OrbiMed Advisors and Genesis GP may be deemed to have voting power and investment power over the securities held by Genesis and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OrbiMed Genesis. ( 4 )This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Persons' Form 3. ( 5 )Represents 328,907 shares of Common Stock and 920,484 shares of Non-Voting Common Stock issuable upon conversion. ( 6 )Represents 68,978 shares of Common Stock and 130,924 shares of Non-Voting Common Stock issuable upon conversion. ( 7 )Each share of Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. These shares of Preferred Stock converted into Non-Voting Common Stock on a one-for-7.154 basis upon the closing of the Issuer's initial public offering without payment or additional consideration. The Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Common Stock at any time at the option of the holder without payment or additional consideration, subject to a 9.9% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer. ( 8 )This report on Form 4 is jointly filed by OrbiMed Advisors, GP VI and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, David P. Bonita, a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.

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