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

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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^*

Heron Patrick J

(Last)

(First)

(Middle)

C/O IMAGO BIOSCIENCES, INC.

329 OYSTER POINT BLVD, 3RD FLOOR

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Imago BioSciences, Inc. [ IMGO ]

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)
07/20/2021

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	07/20/2021		P		41,582	A	$16	41,582	I	See Footnote⁽¹⁾
Common Stock	07/20/2021		P		145,918	A	$16	145,918	I	See Footnote⁽²⁾
Common Stock	07/20/2021		C		341,932	A	⁽³⁾	383,514	I	See Footnote⁽¹⁾
Common Stock	07/20/2021		C		211,069	A	⁽³⁾	594,583	I	See Footnote⁽¹⁾
Common Stock	07/20/2021		C		64,360	A	⁽³⁾	658,943	I	See Footnote⁽¹⁾
Common Stock	07/20/2021		C		1,199,890	A	⁽³⁾	1,345,808	I	See Footnote⁽²⁾
Common Stock	07/20/2021		C		740,673	A	⁽³⁾	2,086,481	I	See Footnote⁽²⁾
Common Stock	07/20/2021		C		225,850	A	⁽³⁾	2,312,331	I	See Footnote⁽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 (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 A Preferred Stock	⁽³⁾	07/20/2021		C			341,932	⁽³⁾	⁽³⁾	Common Stock	341,932	$0.00	0	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽³⁾	07/20/2021		C			211,069	⁽³⁾	⁽³⁾	Common Stock	211,069	$0.00	0	I	See Footnote⁽¹⁾
Series C Preferred Stock	⁽³⁾	07/20/2021		C			64,360	⁽³⁾	⁽³⁾	Common Stock	64,360	$0.00	0	I	See Footnote⁽¹⁾
Series A Preferred Stock	⁽³⁾	07/20/2021		C			1,199,890	⁽³⁾	⁽³⁾	Common Stock	1,199,890	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽³⁾	07/20/2021		C			740,673	⁽³⁾	⁽³⁾	Common Stock	740,673	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽³⁾	07/20/2021		C			225,850	⁽³⁾	⁽³⁾	Common Stock	225,850	$0.00	0	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Heron Patrick J

(Last)

(First)

(Middle)

C/O IMAGO BIOSCIENCES, INC.

329 OYSTER POINT BLVD, 3RD FLOOR

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

FHM VII, L.L.C.

(Last)

(First)

(Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FHM VII, L.P.

(Last)

(First)

(Middle)

601 UNION STREET, SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Frazier Healthcare VII, L.P.

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Frazier Healthcare VII-A, L.P.

(Last)

(First)

(Middle)

601 UNION STREET

SUITE 3200

(Street)

SEATTLE

98101

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are held directly by Frazier Healthcare VII-A, L.P. ("FH VIIA"). The general partner of FH VIIA is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VIIA. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of his or its pecuniary interest therein, if any.

2. These shares are held directly by Frazier Healthcare VII, L.P. ("FH VII"). The general partner of FH VII is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VII. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VII, except to the extent of his or its pecuniary interest therein, if any.

3. Each share of the Issuer's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock immediately upon the closing of the Issuer's initial public offering on July 20, 2021 and had no expiration date.

	/s/ Patrick J. Heron	07/20/2021
	FHM VII, L.L.C., By: /s/ Patrick J. Heron, Manager	07/20/2021
	FHM VII, L.P., By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager	07/20/2021
	Frazier Healthcare VII, L.P., By: FHM VII, L.P., its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager	07/20/2021
	Frazier Healthcare VII-A, L.P., By: FHM VII, L.P., its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager	07/20/2021
	** 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).
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