Sec Form 4 Filing - Stampacchia Otello @ Ikena Oncology, Inc. - 2021-03-30

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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
Stampacchia Otello
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)
C/O IKENA ONCOLOGY, INC., 645 SUMMER STREET, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
03/30/2021
(Street)
BOSTON, MA02210
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 03/30/2021 C 1,799,123 A 1,799,123 I By Omega Fund VI, L.P. ( 2 )
Common Stock 03/30/2021 A 450,000 A $ 16 ( 2 ) 2,249,123 I By Omega Fund VI, L.P. ( 2 )
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( 3 ) 12,870,933 ( 1 ) ( 1 ) Common Stock 1,799,123 $ 1.3985 12,870,933 I By Omega Fund VI, L.P. ( 2 )
Series B Preferred Stock ( 1 ) 03/30/2021 C 12,870,933 ( 1 ) ( 1 ) Common Stock 1,799,123 ( 1 ) 0 I By Omega Fund VI, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stampacchia Otello
C/O IKENA ONCOLOGY, INC.
645 SUMMER STREET, SUITE 101
BOSTON, MA02210
X
Signatures
/s/ Otello Stampacchia 04/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series B Preferred Stock (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. The 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 )Shares held directly by Omega Fund VI, L.P. ("Omega VI"). Omega Fund VI GP, L.P. ("Omega VI GP") is the sole general partner of Omega VI. Omega Fund VI GP Manager, Ltd. ("Omega VI Manager") is the sole general partner of Omega VI GP. The Reporting Person is a director of Omega VI Manager and disclaims beneficial ownership of the shares held by Omega VI except to the extent of his pecuniary interest therein, if any.
( 3 )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 Person's Form 3.

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.