Amendment: SEC Form SC 13G/A filed by Ikena Oncology Inc.
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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BRISTOL-MYERS SQUIBB COMPANY
22-0790350
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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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
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Delaware, U.S.A.
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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
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-0-
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6
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SHARED VOTING POWER
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2,133,142(1)
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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2,133,142(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,133,142(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.4%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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See Item 4 below.
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(2)
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The percentage ownership interest is determined based on 48,258,111 shares of Common Stock outstanding as of November 1, 2024, as reported on the Issuer’s Form 10-Q, filed on November
7, 2024.
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1
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NAMES OF REPORTING PERSONS
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CELGENE CORPORATION
22-2711928
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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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
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Delaware, U.S.A.
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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
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-0-
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6
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SHARED VOTING POWER
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2,133,142(1)
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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2,133,142(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,133,142(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.4%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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See Item 4 below.
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(2)
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The percentage ownership interest is determined based on 48,258,111 shares of Common Stock outstanding as of November 1, 2024, as reported on the Issuer’s Form 10-Q, filed on November 7,
2024.
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Item 1 (a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Persons Filing:
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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BMS
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Celgene
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Route 206 & Province Line Road
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Route 206 & Province Line Road
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Princeton, New Jersey 08543
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Princeton, New Jersey 08543
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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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)
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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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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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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 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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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (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).
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Item 4. |
Ownership.
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(a)
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Amount beneficially owned:
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2,133,142 shares of Common Stock of the Issuer*
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(b)
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Percent of class: 4.4%**
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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0 |
(ii)
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Shared power to vote or to direct the vote:
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2,133,142 shares of Common Stock of the Issuer*
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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2,133,142 shares of Common Stock of the Issuer*
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Item 5. |
Ownership of Five Percent or Less of a Class.
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7. |
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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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certifications.
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Exhibit Description
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99.1
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Joint Filing Agreement, dated April 5, 2021, between BMS and Celgene.
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Date: November 13, 2024
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BRISTOL-MYERS SQUIBB COMPANY
/s/ Amy Fallone
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Name:
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Amy Fallone
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Title:
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Corporate Secretary
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CELGENE CORPORATION
/s/ Amy Fallone
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Name:
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Amy Fallone
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Title:
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Vice President and Secretary
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