Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 3:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
ImmunoGen, Inc.
______________________________________________________________________________________________________________________
(Name of Issuer)
Common Stock, $0.01 par value
_____________________________________________________________________________________________________________________
(Title of Class of Securities)
45253H101
_________________________________
(CUSIP Number)
December 31, 2022
_______________________________________________________________________________________________
(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
19,896,453 (1)
|
7 |
Sole
Dispositive Power
0
|
8 |
Shared
Dispositive Power
19,896,453 (1)
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
19,896,453 (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)
8.6%(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
8,532,817 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. Redmile Group, LLC may also be deemed to beneficially own 11,363,636 shares
of Common Stock issuable upon exercise of certain Warrants to Purchase Common Stock (the “Warrants”).
(2) Percentage based on: (i) 220,750,928 shares of Common
Stock to be outstanding as of October 31, 2022, as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period
ended September 30, 2022 filed with the SEC on November 4, 2022 (the “Form 10-Q”), plus (ii) 11,363,636 shares of Common
Stock issuable upon exercise of the Warrants.
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
19,896,453 (3)
|
7 |
Sole
Dispositive Power
0
|
8 |
Shared
Dispositive Power
19,896,453 (3)
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
19,896,453 (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)
8.6%(4)
|
12 |
Type
of Reporting Person (See Instructions)
IN, HC
|
(3)
Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 8,532,817 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.
Mr. Green may also be deemed to beneficially own 11,363,636 shares of Common Stock issuable upon exercise of the Warrants.
(4) Percentage based on: (i) 220,750,928 shares of Common
Stock to be outstanding as of October 31, 2022, as reported by the Issuer in the Form 10-Q, plus (ii) 11,363,636 shares of Common
Stock issuable upon exercise of the Warrants.
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 (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
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 – 19,896,453*
Jeremy C. Green – 19,896,453*
Redmile Group, LLC – 8.6%**
Jeremy C. Green – 8.6%**
| (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: |
19,896,453*
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
19,896,453*
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: |
19,896,453*
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
19,896,453*
| * | Redmile Group, LLC’s and Jeremy C. Green’s beneficial ownership
of the Issuer’s Common Stock is comprised of 8,532,817 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. Redmile Group, LLC and Mr. Green
may also be deemed to beneficially own 11,363,636 shares of Common Stock issuable upon exercise of the Warrants. |
| | |
| ** | Percentage
based on (i) 220,750,928 shares of Common Stock to be outstanding as of October 31, 2022, as reported by the Issuer in the Form 10-Q,
plus (ii) 11,363,636 shares of Common Stock issuable upon exercise of the Warrants. |
| 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 14, 2023
|
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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