Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 04:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 3)
ImmunoGen, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
45253H101
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 45253H101
1
|
Name of Reporting Person
Redmile Group, LLC
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
Delaware
|
number
of shares beneficially owned by each reporting person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
10,528,179 (1)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
10,528,179(1)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
10,528,179 (1)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
5.6%(2)
|
12
|
Type of Reporting Person
(See Instructions)
IA, OO
|
(1) Redmile Group, LLC’s beneficial ownership
of the Issuer’s common stock (“Common Stock”) is comprised of 10,528,179 shares of Common Stock owned by certain
private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may
be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately
managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile
Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or
his pecuniary interest in such shares, if any.
(2) Percentage based on 187,527,748 shares of Common
Stock outstanding as of October 30, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2020 filed with the Securities and Exchange Commission on November 6, 2020 (the “Form 10-Q”).
CUSIP No. 45253H101
1
|
Name of Reporting Person
Jeremy C. Green
|
2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3
|
SEC Use Only
|
4
|
Citizenship or Place
of Organization
United Kingdom
|
number
of shares beneficially owned by each reporting person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
10,528,179 (3)
|
7
|
Sole
Dispositive Power
0
|
8
|
Shared Dispositive Power
10,528,179 (3)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
10,528,179 (3)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
5.6%(4)
|
12
|
Type of Reporting Person
(See Instructions)
IN, HC
|
(3) Jeremy C. Green’s beneficial ownership of
Common Stock is comprised of 10,528,179 shares of Common Stock owned by certain private investment vehicles and/or separately
managed accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group,
LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may
also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green
each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(4) Percentage based on 187,527,748 shares of Common
Stock outstanding as of October 30, 2020, as reported by the Issuer in the Form 10-Q.
Item 1.
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
830 Winter Street
|
|
Waltham, MA 02451
|
Item 2.
|
(a)
|
Names of Persons Filing
|
|
Redmile Group, LLC
Jeremy C. Green
|
|
(b)
|
Address of Principal Business office or, if None, Residence
|
|
Redmile Group, LLC
|
|
One Letterman Drive
|
|
Building D, Suite D3-300
|
|
The Presidio of San Francisco
|
|
San Francisco, California 94129
|
|
|
|
Jeremy C. Green
|
|
c/o Redmile Group, LLC
|
|
One Letterman Drive
|
|
Building D, Suite D3-300
|
|
The Presidio of San Francisco
|
|
San Francisco, California 94129
|
|
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
|
|
(d)
|
Title of Class of Securities
|
|
Common Stock, $0.01 par value
|
45253H101
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
|
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
x
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
x
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: __________
|
|
(a)
|
Amount beneficially owned:
|
|
Redmile Group, LLC – 10,528,179*
Jeremy C. Green – 10,528,179*
|
|
Redmile Group, LLC – 5.6%**
Jeremy C. Green – 5.6%**
|
|
(c)
|
Number of shares as to which Redmile Group, LLC has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
10,528,179*
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
10,528,179*
Number of shares as to which Jeremy C. Green has:
|
(i)
|
Sole power to vote or to direct the vote:
|
0
|
(ii)
|
Shared power to vote or to direct the vote:
|
10,528,179*
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
10,528,179*
|
*
|
Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised
of 10,528,179 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by
Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of
such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned
by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership
of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
|
** Percentage based on 187,527,748
shares of Common Stock outstanding as of October 30, 2020, as reported by the Issuer in the Form 10-Q.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following ¨
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
N/A.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
|
See the response to Item 4.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
N/A
|
Item 9.
|
Notice of Dissolution of Group.
|
N/A
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
|
Redmile Group, LLC
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
|
Name: Jeremy C. Green
Title: Managing Member
|
|
|
/s/ Jeremy C. Green
|
|
|
Jeremy C. Green
|
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