- Amended Statement of Ownership (SC 13G/A)
March 08 2010 - 10:45AM
Edgar (US Regulatory)
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OMB APPROVAL
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UNITED
STATES
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OMB Number: 3235-0145
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SECURITIES
AND EXCHANGE COMMISSION
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Expires: February 28, 2009
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Washington,
D.C. 20549
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Estimated average burden
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hours per response ........ 10.4
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
x
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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).
Persons
who respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB control number.
SEC 1745 (3-06)
CUSIP No. 45253H101
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PRIMECAP Management Company 95-3868081
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
225 South Lake Ave., #400, Pasadena, CA 91101
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
5,848,250
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
6,793,125
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
6,793,125
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
11.84 %
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12.
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Type of Reporting Person
(See Instructions)
IA
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2
Item 1.
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(a)
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Name of Issuer
Immunogen Inc.
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(b)
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Address of Issuers
Principal Executive Offices
830 Winter St., Waltham, MA 02451-1477
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Item 2.
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(a)
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Name of Person Filing
PRIMECAP Management Company
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(b)
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Address of Principal
Business Office or, if none, Residence
225 South Lake Ave., #400, Pasadena, CA 91101
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(c)
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Citizenship
U.S.A.
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(d)
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Title of Class of
Securities
Common
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(e)
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CUSIP Number
45253H101
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Item 3.
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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:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
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(e)
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x
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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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);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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3
Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially
owned:
6,793,125.
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(b)
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Percent of class:
11.84 %.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
5,848,250.
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(ii)
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Shared power to vote or to
direct the vote
0.
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(iii)
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Sole power to dispose or
to direct the disposition of
6,793,125.
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(iv)
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Shared power to dispose or
to direct the disposition of
0.
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Instruction
. For computations regarding securities
which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
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Item 5.
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Ownership of Five Percent or Less
of a Class
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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 five percent of the class of securities, check
the following
o
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Instruction:
Dissolution of a group requires a response to this
item.
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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If any other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates
to more than
five percent of the class, such person should be identified. A listing of the
shareholders of an investment company
registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment
fund is not required.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
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If a parent holding
company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.
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Item 8.
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Identification and Classification
of Members of the Group
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If a group has filed
this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item
3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to
§240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of
each member of the group.
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Item 9.
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Notice of Dissolution of Group
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Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
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4
Item 10.
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Certification
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(a) The following certification shall
be included if the statement is filed pursuant to §240.13d-1(b):
By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and
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.
(b) The following certification shall
be included if the statement is filed pursuant to §240.13d-1(c):
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.
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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.
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March 5, 2010
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Date
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/s/ Karen Chen
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Signature
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Karen Chen, CCO
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Name/Title
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The original statement shall be signed by each person
on whose behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person, evidence
of the representatives authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
NOTE
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits.
See
§240.13d-7 for
other parties for whom copies are to be sent.
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ATTENTION
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Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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