IGM Biosciences, Inc.

Filing Date

Aug 14, 2025

Transaction Date

Aug 14, 2025

Accession Number

0001415889-25-021964

Form Type

4

Footnotes

1. (F1)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 and Non-Voting 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.
2. (F2)Prior to the Merger, the shares were held directly by Topsoe Holding A/S. Jakob Haldor Topsoe, Christina Teng Topsoe, Anne Haugwitz-Hardenberg-Reventlow, Emil Oigaard, Thomas Schleicher and Birgitte Nielsen, members of the board of directors of Topsoe Holding A/S, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any.
3. (F3)Prior to the Merger, the shares were held by Pillarcater LLC. The Reporting Person is the sole manager of Pillarcater LLC, which is wholly owned by CT Foundation (a South Dakota Trust) of which the Reporting Person is the sole beneficiary.
4. (F4)Prior to the Merger, the shares of Non-Voting Common Stock were convertible into the Issuer's Common Stock on a 1-for-1 basis (subject to a 4.99% beneficial ownership limitation that may be increased or decreased by the holder of such shares) and had no expiration date.