Ikena Oncology | SEC Filing

View:

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2021		C		1,816,425	A	⁽¹⁾	1,816,425	I	See footnotes⁽²⁾⁽⁸⁾
Common Stock	03/30/2021		C		68,978	A	⁽¹⁾	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	⁽¹⁾	5,083,470	I	See footnotes⁽²⁾⁽⁸⁾
Non-Voting Common Stock	03/30/2021		C		130,924	A	⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP VI LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Genesis GP LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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.

Remarks:

	OrbiMed Advisors LLC, By: /s/ Douglas Coon, authorized signatory	04/01/2021
	OrbiMed Capital GP VI LLC, By: /s/ Douglas Coon, authorized signatory	04/01/2021
	OrbiMed Genesis GP LLC, By: /s/ Douglas Coon, authorized signatory	04/01/2021
	** Signature of Reporting Person	Date
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.