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*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVE, 54TH FLOOR

(Street)
NEW YORK NY 10022

(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)
X 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) (1) Common Stock 1,594,902 (1) I By OrbiMed Private Investments VII, LP(2)(3)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVE, 54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Capital GP VII LLC

(Last) (First) (Middle)
601 LEXINGTON AVE., 54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. 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 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.
2. These securities are held of record by OrbiMed Private Investments VII, LP, or OPI VII. OrbiMed Capital GP VII LLC, or GP VII, is general partner of OPI VII, and OrbiMed Advisors LLC, or Advisors, is the managing member of GP VII. By virtue of such relationships, GP VII and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VII. Both GP VII and Advisors may be deemed to directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the shares held by OPI VII. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Jonathan T. Silverstein, and Sven H. Borho, each of whom disclaims beneficial ownership of the shares of OPI VII.
3. This report on Form 3 is jointly filed by GP VII and Advisors. 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. The Reporting Persons have designated a representative, David P. Bonita ("Bonita"), a member of 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:
Exhibit Index: 24.1 Power of Attorney
OrbiMed Advisors LLC, By: /s/ Douglas Coon, Chief Compliance Officer 03/11/2020
OrbiMed Capital GP VII LLC, By: /s/ Douglas Coon, Chief Compliance Officer 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).
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                                 ORBIMED ADVISORS LLC
                                   POWER OF ATTORNEY
                        SECTIONS 13 AND 16 REPORTING OBLIGATIONS

        Know all by these presents, that the undersigned, OrbiMed Advisors LLC,
hereby constitutes and appoints Douglas Coon as its true and lawful agent and
attorney-in-fact, with full power of substitution and full power and authority
in the undersigned's name, place and stead, to:

        (1)   sign any and all instruments, certificates and documents that may
be necessary, desirable or appropriate to be executed on its behalf or in its
capacity as a managing member of any partnership or limited liability company,
pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended;

        (2)   file the same (including any amendments thereto), with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and any stock exchange or similar authority;
and

        (3)   take any other action of any type whatsoever in connection with
the foregoing that, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the 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 the attorney-in-fact may approve in the
attorney-in-fact's discretion.

        The undersigned hereby grants to the 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.

        This power of attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this power of attorney to
be executed as of the date written below.

Date: June 15, 2018

                                        OrbiMed Advisors LLC

                                        By:     /s/ Jonathan T. Silverstein
                                           -------------------------------------
                                        Name:   Jonathan T. Silverstein
                                        Title:  Member of OrbiMed Advisors LLC


                                        By:     /s/ Sven H. Borho
                                           -------------------------------------
                                        Name:   Sven H. Borho
                                        Title:  Member of OrbiMed Advisors LLC


                                        By:     /s/ Carl L. Gordon
                                           -------------------------------------
                                        Name:   Carl L. Gordon
                                        Title:  Member of OrbiMed Advisors LLC