Statement of Changes in Beneficial Ownership (4)
January 04 2021 - 05:33PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * FOSTER DAVID G |
2. Issuer Name and Ticker or Trading
Symbol ImmunoGen, Inc. [ IMGN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
V.P.-Fin., Prin. Acctg. Off. |
(Last)
(First)
(Middle)
22 HILLSIDE DR. |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/31/2020
|
(Street)
TOWNSEND, MA 01469
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
12/31/2020 |
|
M |
|
27240 |
A |
(3) |
48964 |
D |
|
Common Stock |
12/31/2020 |
|
S |
|
11052 (5) |
D |
$6.38 (4) |
37912 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Share Unit |
$0 (1) |
12/31/2020 |
|
M |
|
|
27240 |
(2) |
(2) |
Common Stock |
27240 |
$0 (1) |
0 |
D |
|
Explanation of
Responses: |
(1) |
Each restricted stock unit
("RSU") represents the contingent right to receive, upon vesting of
the RSU, one share of the Issuer's common stock. |
(2) |
On April 1, 2019, the
reporting person was granted 45,400 restricted share units, vesting
40% on April 1, 2020 and 60% on December 31, 2020, subject to
continued service through each such vesting date. |
(3) |
Restricted stock units
convert into common stock on a one-for-one basis |
(4) |
The price reported is a
weighted average price. These shares were sold in multiple
transactions at prices ranging from $6.27 to $6.50, inclusive. The
reporting person undertakes to provide to the issuer, any security
holder of the issuer, or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares sold at each separate price within these ranges. |
(5) |
Represents the number of
shares sold by the reporting person to cover tax withholding
obligations in connection with the vesting of the RSU's listed in
Table II per a 10b5-1 plan. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
FOSTER DAVID G
22 HILLSIDE DR.
TOWNSEND, MA 01469 |
|
|
V.P.-Fin., Prin. Acctg. Off. |
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Signatures
|
/s/ David G. Foster |
|
1/4/2021 |
**Signature of Reporting
Person |
Date |