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* New Enterprise Associates 14, L.P. (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series Seed Preferred Stock	(1)	(1)	Common Stock	213,173	(1)	D(2)
Series A Preferred Stock	(3)	(3)	Common Stock	2,432,677	(3)	D(2)
Series B Preferred Stock	(4)	(4)	Common Stock	893,145	(4)	D(2)

1. Name and Address of Reporting Person* New Enterprise Associates 14, L.P. (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip)

1. Name and Address of Reporting Person* Sonsini Peter W. (Last) (First) (Middle) 2855 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* NEA Partners 14, L.P. (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip)

1. Name and Address of Reporting Person* NEA 14 GP, LTD (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip)

1. Name and Address of Reporting Person* BASKETT FOREST (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip)

1. Name and Address of Reporting Person* Florence Anthony A. Jr. (Last) (First) (Middle) 5425 WISCONSIN AVENUE, SUITE 800 (Street) CHEVY CHASE MD 20815 (City) (State) (Zip)

1. Name and Address of Reporting Person* KERINS PATRICK J (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip)

1. Name and Address of Reporting Person* SANDELL SCOTT D (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. The securities are directly held by New Enterprise Associates 14, L.P. ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 14 LTD are Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, Scott D. Sandell and Peter Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.

3. 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.

4. 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:

	/s/ Sasha Keough, 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).
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