Filing Details

Accession Number:
0001493152-23-006118
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-02-27 17:14:19
Reporting Period:
2023-02-23
Accepted Time:
2023-02-27 17:14:19
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1672619 Enliven Therapeutics Inc. ELVN Pharmaceutical Preparations (2834) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1831942 Commodore Capital Lp 444 Madison Avenue
35Th Floor
New York NY 10022
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.001 Per Share Acquisiton 2023-02-23 622 $22.07 718,749 No 4 P Indirect By Commodore Capital Master LP
Common Stock, Par Value $0.001 Per Share Acquisiton 2023-02-23 729,891 $0.00 1,448,640 No 4 J Indirect By Commodore Capital Master LP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By Commodore Capital Master LP
No 4 J Indirect By Commodore Capital Master LP
Footnotes
  1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.72 to $25.28 per share, inclusive, prior to the consummation of the Merger (as defined below). The Reporting Person undertakes to provide to Issuer any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.
  2. The shares are held directly by Commodore Capital Master LP ("Commodore Master"). Commodore Capital LP ("Commodore Capital") is the investment manager to Commodore Master. Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital and exercise investment and dispositive power over the securities held by Commodore Master. Each of Commodore Capital, Dr. Kramarz and Dr. Atkinson disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Commodore Capital, Commodore Master, Dr. Kramarz and Dr. Atkinson or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  3. On February 23, 2023, IMARA Inc. ("IMARA") completed a merger with Enliven Therapeutics, Inc. ("Legacy Enliven"), with Legacy Enliven surviving the merger as a direct wholly owned subsidiary of IMARA (the "Merger"). Prior to the Merger, the Reporting Person was a shareholder of both IMARA and Legacy Enliven. At the effective time of the Merger, the Reporting Person's 2,473,327 shares in Legacy Enliven converted into 729,891 shares of IMARA's Common Stock. In connection with the Merger, the Reporting Person also received a dividend of one Contingent Value Right ("CVR") for or each outstanding share of IMARA's Common Stock held on February 22, 2023. Accordingly, the Reporting Person received 2,872,513 CVRs, each representing the right to receive contingent payments upon the occurrence of certain events, as set forth in the Contingent Value Rights Agreement. As a result of the Merger, the Reporting Person is no longer a 10% owner of the Issuer as of the date of this Form 4.