Sec Form 4/A Filing - Bonita David P @ 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/A
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
Bonita David P
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)
04/01/2021
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 1,470,872 A 1,470,872 I See footnotes ( 2 ) ( 8 )
Common Stock 03/30/2021 C 42,614 A 42,614 I See footnotes ( 3 ) ( 8 )
Common Stock 03/30/2021 P 375,000 A $ 16 1,845,872 I See footnotes ( 2 ) ( 8 )
Common Stock 03/30/2021 P 48,400 A $ 16 91,014 I See footnotes ( 3 ) ( 8 )
Non-Voting Common Stock 03/30/2021 C 5,429,023 A 5,429,023 I See footnotes ( 2 ) ( 8 )
Non-Voting Common Stock 03/30/2021 C 157,288 A 157,288 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 footnotes ( 3 ) ( 8 )
Series A Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 2,034,708 ( 7 ) ( 7 ) Non-Voting Common Stock 2,034,708 ( 7 ) 0 I See foonotes ( 2 ) ( 8 )
Series A Preferred Stock ( 1 ) 03/30/2021 C 551,259 ( 1 ) ( 1 ) Common Stock 551,259 ( 1 ) 0 I See foonotes ( 2 ) ( 8 )
Series A-1 Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 2,411,260 ( 7 ) ( 7 ) Non-Voting Common Stock 2,411,260 ( 7 ) 0 I See foonotes ( 2 ) ( 8 )
Series A-1 Preferred Stock ( 1 ) 03/30/2021 C 653,277 ( 1 ) ( 1 ) Common Stock 653,277 ( 1 ) 0 I See foonotes ( 2 ) ( 8 )
Series B Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 983,054 ( 7 ) ( 7 ) Non-Voting Common Stock 983,054 ( 7 ) 0 I See foonotes ( 2 ) ( 8 )
Series B Preferred Stock ( 1 ) 03/30/2021 C 266,337 ( 1 ) ( 1 ) Common Stock 266,337 ( 1 ) 0 I See foonotes ( 2 ) ( 8 )
Series B Preferred Stock ( 1 ) ( 7 ) 03/30/2021 C 157,288 ( 7 ) ( 7 ) Non-Voting Common Stock 157,288 ( 7 ) 0 I See footnotes ( 3 ) ( 8 )
Series B Preferred Stock ( 1 ) 03/30/2021 C 42,614 ( 1 ) ( 1 ) Common Stock 42,614 ( 1 ) 0 I See footnotes ( 3 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bonita David P
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ David P. Bonita 04/14/2021
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. The Reporting Person is a member of OrbiMed Advisors. 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 266,337 shares of Common Stock and 983,054 shares of Non-Voting Common Stock issuable upon conversion.
( 6 )Represents 42,614 shares of Common Stock and 157,288 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 )Each of the GP VI, Genesis, OrbiMed Advisors, and the Reporting Person 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. 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. OrbiMed Advisors has designated the Reporting Person as its representative on the Issuer's Board of Directors.

Remarks:
This Form 4 amends and restates the Form 4 filed by the Reporting Person on April 1, 2021 to reflect the correct split between shares of Common Stock and Non-Voting Common Stock.

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.