IGMS Form 4: Director’s Holdings Converted to Cash and CVRs in Merger
Rhea-AI Filing Summary
IGM Biosciences completed a merger on August 14, 2025 that converted all outstanding common stock into cash and contingent value rights. Under the Agreement and Plan of Merger, Merger Sub merged into IGM with IGM surviving as a wholly owned subsidiary of Concentra Biosciences, LLC (Parent). Each share of IGM common stock was cancelled and converted into $1.247 in cash plus one contractual contingent value right (CVR) governed by a Contingent Value Rights Agreement. Reporting person M. Kathleen Behrens, a director, reported dispositions of all her previously held shares, including shares held directly and indirectly through trusts, resulting in zero common shares beneficially owned following these transactions.
Positive
- Merger completed on August 14, 2025 converting all common stock into specified consideration
- Each share converted into $1.247 cash plus one contractual contingent value right (CVR)
- Form 4 discloses zero beneficial common stock ownership for the reporting person after the transaction, reflecting full conversion
Negative
- Reporting person no longer holds any common stock following the merger (reported beneficial ownership = 0)
- Equity holders' ownership in public common stock was cancelled, removing direct exposure to public equity in IGM
Insights
TL;DR: The Form 4 reports a completed merger that converted equity into cash plus CVRs, ending public common stock ownership.
The filing documents a closing-level transaction where Merger Sub merged into IGM and all issued common shares were cancelled for consideration of $1.247 per share in cash and one CVR per share under a Contingent Value Rights Agreement. For holders and insiders, this is a disposition by operation of merger rather than open-market sales. The reporting person’s listed holdings across direct and trust accounts were reduced to zero shares, consistent with the conversion of equity at closing.
TL;DR: Director M. Kathleen Behrens reports trustee-held and direct holdings cancelled in the merger, with filings appropriately reflecting zero retained common stock.
The Form 4 shows the reporter’s status as a director and trustee for multiple trusts that held IGM shares prior to the Merger. The explanatory footnotes identify trust-held shares converted in the transaction. The form indicates proper Section 16 reporting for insider dispositions resulting from the corporate transaction, with the reported per-share cash consideration and issuance of CVRs as the remaining contingent instrument for former shareholders.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 22,222 | $0.00 | -- |
| Disposition | Common Stock | 330,700 | $0.00 | -- |
| Disposition | Common Stock | 29,807 | $0.00 | -- |
| Disposition | Common Stock | 29,806 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger dated July 1, 2025, by and among IGM Biosciences, Inc. (the "Company"), 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"), on August 14, 2025, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding share of the Company's Common Stock was cancelled and converted into the right to receive (i) an amount equal to $1.247 in cash and (ii) one contractual contingent value right (a "CVR") subject to the terms and conditions of a Contingent Value Rights Agreement. Prior to the Merger, the shares were held in the name of KBW 2005 Trust for which Reporting Person is the Trustee. Prior to the Merger, the shares were held in the name of Non-Exempt Trust for Patrick R. Wilsey Under the Alfred S. Wilsey, Jr. Revocable Trust for which Reporting Person is a Trustee. Prior to the Merger, the shares were held in the name of Non-Exempt Trust for Shannon K. Wilsey Under the Alfred S. Wilsey, Jr. Revocable Trust for which Reporting Person is a Trustee.
