IGMS Insider Files Form 4 After Merger Tender Offer at $1.247 Per Share
Rhea-AI Filing Summary
IGM Biosciences (IGMS) Form 4 shows that on August 14, 2025 12,712 shares of Common Stock were disposed of, leaving the reporting person with 0 shares after the transaction. The sale occurred pursuant to the closing of a tender offer under an Agreement and Plan of Merger dated July 1, 2025, in which Merger Sub purchased outstanding common and non-voting shares for $1.247 per share in cash plus one contingent value right (CVR) per share. The reported shares were held by Michael Lee as a nominee for Redmile Group, LLC; Redmile and Jeremy Green disclaim beneficial ownership except for any pecuniary interest. Mr. Lee resigned from the issuer’s board immediately prior to the merger becoming effective.
Positive
- Tender offer completed pursuant to the Agreement and Plan of Merger with consideration of $1.247 cash per share
- Contingent Value Right (CVR) issued one per share as part of consideration
Negative
- Reporting person resigned from the issuer’s board immediately prior to the merger effective time
- Reporting person holds 0 shares following the reported disposition
Insights
TL;DR: Insider reported disposition of all reported shares due to a merger tender offer at $1.247 plus a CVR; reporting person resigned from the board.
The Form 4 documents a routine Section 16 disclosure tied to an announced merger and tender offer. The key facts are the per-share cash consideration of $1.247, the additional CVR per share, and the complete disposition resulting in zero post-transaction ownership by the reporting person. The filing clarifies nominee holdings and disclaimers by Redmile and Jeremy Green, which is typical where an investment manager holds shares in nominee capacity. There are no other compensatory or option-based derivative items reported.
TL;DR: Governance disclosure shows a director-held nominee position disposed in connection with a completed merger; resignation occurred immediately before effectiveness.
The report confirms that Michael Lee held securities in nominee capacity for Redmile and assigned economic and voting rights to Redmile, then disclaimed beneficial ownership. The resignation from the board immediately prior to the merger’s effective time is documented in the remarks. This filing serves to record the transfer of shares under the merger terms and to update Section 16 reporting status for the former director; it does not disclose any contested governance actions or litigation related matters.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 12,712 | $0.00 | -- |
Footnotes (1)
- On August 14, 2025, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 1, 2025, among the Issuer, Concentra Biosciences, LLC, a Delaware limited liability company ("Parent"), and Concentra Merger Sub V, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer to purchase all outstanding shares of the Issuer's Common Stock and Non-Voting Common Stock in exchange for (a) a price per share of $1.247 in cash (the "Offer Price"), subject to applicable tax withholding and without interest, plus (b) one contingent value right ("CVR") per share subject to the terms and conditions of a Contingent Value Rights Agreement . The tender offer expired one minute following 11:59 p.m., Eastern Time, on August 13, 2025 (the "Offer Closing"). The reported securities were granted to Michael Lee, a managing director of Redmile Group, LLC ("Redmile"), in connection with his service as a member of the Board of Directors of the Issuer. Pursuant to the policies of Redmile, Mr. Lee held these securities as a nominee on behalf, and for the sole benefit, of Redmile and assigned all economic, pecuniary and voting rights in respect of the securities to Redmile. Mr. Lee disclaimed beneficial ownership of the reported securities, and the filing of this Form 4 shall not be deemed an admission that Mr. Lee was the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein, if any, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
