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
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number
of shares beneficially owned by
each reporting person with
|
5
|
Sole Voting Power
0
|
6
|
Shared Voting Power
10,884,607
(1)
|
7
|
S
ole
Dispositive Power
0
|
8
|
Shared Dispositive Power
10,884,607
(1)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
10,884,607
(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)
7.3
%
(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 10,884,607 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 149,090,770 shares of Common
Stock outstanding as of October 29, 2018, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 2, 2018 (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
10,884,607
(3)
|
7
|
S
ole
Dispositive Power
0
|
8
|
Shared Dispositive Power
10,884,607
(3)
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
10,884,607
(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)
7.3
%
(4)
|
12
|
Type of Reporting Person
(See Instructions)
IN, HC
|
(3)
Jeremy C. Green’s beneficial ownership of Common
Stock is comprised of 10,884,607 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 149,090,770 shares of Common
Stock outstanding as of October 29, 2018, as reported by the Issuer in the Form 10-Q.
Item 1.
ImmunoGen, Inc.
|
(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:
|
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(a)
|
¨
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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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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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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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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
|
|
|
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(e)
|
x
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
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|
|
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(f)
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¨
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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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¨
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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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A savings associations 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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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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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
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(k)
|
¨
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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 – 10,884,607*
Jeremy C. Green – 10,884,607*
Redmile Group, LLC – 7.3%**
Jeremy C. Green – 7.3%**
|
(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:
|
10,884,607*
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
10,884,607*
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:
|
10,884,607*
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
10,884,607*
|
*
|
Redmile Group, LLC’s
and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of 10,884,607 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 149,090,770 shares of Common Stock outstanding as of October 29, 2018, 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 Exhibit A attached hereto.
|
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 14, 2019
|
Redmile Group, LLC
|
|
|
|
|
By:
|
/s/ Jeremy C. Green
|
|
|
Name: Jeremy C. Green
|
|
|
Title: Managing Member
|
|
|
|
|
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/s/ Jeremy C. Green
|
|
|
Jeremy C. Green
|
Exhibit A
Redmile Group, LLC is the relevant entity for which Jeremy C. Green
may be considered a control person.