SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Rock Springs Capital Management LP

(Last) (First) (Middle)
650 SOUTH EXETER ST. SUITE 1070

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2020
3. Issuer Name and Ticker or Trading Symbol
IMARA Inc. [ IMRA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) (1) Common Stock 273,411 (1) I See footnote(2)
1. Name and Address of Reporting Person*
Rock Springs Capital Management LP

(Last) (First) (Middle)
650 SOUTH EXETER ST. SUITE 1070

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rock Springs Capital Master Fund LP

(Last) (First) (Middle)
C/O WALKERS CORPORATE LIMITED, CAYMAN CO
CENTER, 27 HOSPITAL ROAD

(Street)
GEORAGE TOWN E9 KY-1-9008

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rock Springs Capital LLC

(Last) (First) (Middle)
650 SOUTH EXETER ST. SUITE 1070

(Street)
BALTIMORE MD 21202

(City) (State) (Zip)
Explanation of Responses:
1. The Series B Preferred Stock is convertible into Common Stock on a 6.299-for-1 basis into the number of shares of Common Stock as shown in Column 3 at any time at the holder's election and upon either the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement resulting in at least $60 million of gross offering proceeds to the Issuer, or the date and time or occurrence of an event specified by at least 60% of the outstanding preferred stock. The shares have no expiration date.
2. The securities reported herein are held of record by Rock Springs Capital Master Fund LP ("Master Fund"). Rock Springs Capital LLC ("RSC") is the general partner of Rock Springs Capital Management LP ("RSCM") which is the investment manager to Master Fund. RSC and RSCM may therefore be deemed to have or share beneficial ownership of the Series B Preferred Stock held directly by Master Fund.
Remarks:
Exhibit Index: 24.1 Power of Attorney
Rock Springs Capital Management LP, By: /s/ Michael P. Gray, Attorney-in-Fact 03/11/2020
Rock Springs Capital Master Fund LP, By: /s/ Michael P. Gray, Attorney-in-Fact 03/11/2020
Rock Springs Capital LLC, By: /s/ Michael P. Gray, Attorney-in-Fact 03/11/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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