Form 4: IGM Biosciences Director Michael Lee Reports Acquisition of Common Stock as Quarterly Retainer

IGM Biosciences Director Michael Lee reported the acquisition of 828 shares of common stock as part of his quarterly retainer, with the shares held as a nominee for Redmile Group, LLC.

Summary

• Michael Lee, a Director of IGM Biosciences, Inc. and a managing director of Redmile Group, LLC, acquired 828 shares of the company's common stock.
• The transaction occurred on June 30, 2025, with the shares acquired at a price of $0.00 per share.
• These acquired securities are fully vested restricted stock units, each representing a contingent right to receive one share of IGM Biosciences' common stock.
• The acquisition represents payment of a quarterly retainer in common stock, consistent with the Issuer's Outside Director Compensation Policy.
• Following this transaction, Michael Lee directly beneficially owns 12,712 shares of common stock.
• Mr. Lee holds these securities as a nominee for Redmile Group, LLC, and has assigned all economic, pecuniary, and voting rights to Redmile.
• Mr. Lee disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934.
• Jeremy Green, as the principal of Redmile, may also be deemed a beneficial owner, with Redmile and Mr. Green disclaiming beneficial ownership except to the extent of their pecuniary interest.
• Redmile and Mr. Green are considered directors by deputization for purposes of Section 16 due to Mr. Lee's election to the board as their representative.

Sentiment

Score: 6

Explanation: The filing reports a routine compensation grant to a director, which is a neutral to slightly positive event as it aligns director interests with shareholders, but does not indicate significant new developments or financial performance.

Positives

• Director Michael Lee received compensation in the form of company stock, which aligns his interests with those of shareholders.
• The transaction is part of a pre-established Outside Director Compensation Policy, indicating a structured and transparent approach to director remuneration.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing, as it primarily reports a past insider transaction.

Management Comments

• These securities are fully vested restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
• The amount reflects payment to Mr. Michael Lee of a quarterly retainer in common stock pursuant to the Issuer's Outside Director Compensation Policy.
• Mr. Lee holds these securities as a nominee on behalf, and for the sole benefit, of Redmile and has assigned all economic, pecuniary and voting rights in respect of the securities to Redmile.
• Mr. Lee disclaims beneficial ownership of the securities, and the filing of this Form 4 shall not be deemed an admission that Mr. Lee 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.
• 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.
• Mr. Lee was elected to the board of directors of the Issuer as a representative of Redmile and its affiliates. As a result, Redmile and Mr. Green are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common across all publicly traded companies. It does not provide specific industry-related insights or trends beyond the company's standard compensation practices for its directors.

Management Changes

Corporate Governance

Related Party Transactions

• The transaction involves Michael Lee, a director, who is also a managing director of Redmile Group, LLC. The shares acquired by Mr. Lee are held as a nominee for Redmile, and all economic, pecuniary, and voting rights are assigned to Redmile, indicating a related party transaction between the company, its director, and a significant shareholder.

Stakeholder Impact

• Shareholders: The acquisition of shares by a director, even as compensation, can be viewed as aligning management's interests with those of shareholders, although the disclaimer regarding beneficial ownership by Redmile Group, LLC is a key detail for understanding control.

Key Dates

Keywords

IGM Biosciences, IGMS, Form 4, SEC filing, insider transaction, director compensation, restricted stock units, Redmile Group, Michael Lee, corporate governance, beneficial ownership