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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last)

(First)

(Middle)

750 BATTERY STREET STE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2020

3. Issuer Name and Ticker or Trading Symbol
IMARA Inc. [ IMRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series Seed Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	44,749	⁽⁴⁾	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽²⁾
Series Seed Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	852	⁽⁴⁾	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽³⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	511,335	⁽⁵⁾	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽²⁾
Series A Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	9,741	⁽⁵⁾	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽³⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	134,148	⁽⁶⁾	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽²⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	2,555	⁽⁶⁾	I	By entities affiliated with Bay City Capital LLC⁽¹⁾⁽³⁾

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last)

(First)

(Middle)

750 BATTERY STREET STE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bay City Capital Management V LLC

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bay City Capital Fund V, L.P.

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bay City Capital Fund V Co-Investment Fund, L.P.

(Last)

(First)

(Middle)

750 BATTERY STREET

SUITE 400

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Carl Goldfischer, a Managing Director of BCC, is a member of the Issuer's Board of Directors.

2. Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.

3. Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.

4. The Series Seed Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by at least 60% of the outstanding preferred stock. The shares have no expiration date.

5. The Series A Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by at least 60% of the outstanding preferred stock. The shares have no expiration date.

6. The Series B Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 without payment of further consideration, at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by at least 60% of the outstanding preferred stock. The shares have no expiration date.

Remarks:

Exhibit index: 24.1 Power of Attorney

	Bay City Capital LLC, By: /s/ Michael P. Gray, Attorney-in-Fact	03/11/2020
	Bay City Capital Management V LLC, By: /s/ Michael P. Gray, Attorney-in-Fact	03/11/2020
	Bay City Capital Fund V, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact	03/11/2020
	Bay City Capital Fund V Co-Investment Fund, L.P., By: /s/ Michael P. Gray, Attorney-in-Fact	03/11/2020
	** 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 5 (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.

                                                                    Exhibit 24.1

                               LIMITED POWER OF ATTORNEY
                          FOR SECTION 16 REPORTING OBLIGATIONS

    Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Rahul D. Ballal and Michael P. Gray, signing singly and
each acting individually, as the undersigned's true and lawful attorney-in-fact
with full power and authority as hereinafter described to:

        (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director, and/or stockholder of IMARA Inc. (the
"Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder (the "Exchange Act");

        (2)   do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and execute
any such Form 3, 4, or 5, prepare, complete and execute any amendment or
amendments thereto, and timely deliver and file such form with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority, including, without limitation, the filing of a Form ID, Update
Passphrase, or any other application materials to enable the undersigned to gain
or maintain access to the Electronic Data Gathering, Analysis and Retrieval
system of the SEC;

        (3)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

        (4)   take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 10th day of March, 2020.


                                        /s/ Bay City Capital LLC, a Delaware
                                        limited liability company
                                        ----------------------------------------
                                        By: /s/ Fred Craves, Managing Director
                                        ----------------------------------------
                                        Signature

                                        Bay City Capital LLC,  a Delaware
                                        limited liability company
                                        ----------------------------------------
                                        By: Fred Craves, Managing Director
                                        ----------------------------------------
                                        Print Name