SEC Filing - IGM Biosciences

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

12,559,291 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

12,559,291 (1)

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SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

IGM Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

449585108

(CUSIP Number)

Haldor Topsøe Holding A/S

Haldor Topsøes Allé 1

DK-2800

Kgs. Lyngby

Denmark

+45 4527 2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 20, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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. 449585108


(1)		NAMES OF REPORTING PERSONS Haldor Topsøe Holding A/S
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) WC
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Denmark

(1)

The aggregate amount of shares of common stock, $0.01 par value per share, of the Issuer (the “Common Stock”) that may be deemed beneficially owned by Haldor Topsøe Holding A/S (“HTH”) is comprised of (i) 10,289,453 shares of Common Stock held directly by HTH and (ii) 2,269,838 shares of non-voting common stock of the Issuer (the “Non-Voting Common Stock”) held directly by HTH. Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard, members of the board of directors of HTH, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any. Pursuant to the Issuer’s amended and restated certificate of incorporation, as amended, each holder of shares of Non-Voting Common Stock shall have the right to convert each share of Non-Voting Common Stock held by such holder into one share of Common Stock at such holder’s election by providing written notice to the Issuer; provided, however, that such shares of Non-Voting Common Stock may only be converted into shares of Common Stock during such time or times as immediately prior to or as a result of such conversion would not result in the holder thereof beneficially owning, in excess of the Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” means initially 4.99% of the Common Stock. Any holder of Non-Voting Common Stock may increase the Beneficial Ownership Limitation with respect to such holder upon 61 days’ prior written notice to the Issuer and may decrease the Beneficial Ownership Limitation at any time upon providing written notice of such election to the Issuer. Because the percentage of shares of Common Stock held directly by HTH currently exceeds 4.99%, the conversion of the shares of Non-Voting Common Stock held by HTH is limited in its entirety by the Beneficial Ownership Limitation at this time.

(2)

Percentage calculated based on (i) 24,101,365 shares of Common Stock outstanding as of the closing of the Issuer’s initial public offering (the “IPO”) (including 1,640,625 shares of Common Stock issued pursuant to the underwriters’ option to purchase additional shares), as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 18, 2019, plus (ii) the 2,269,838 shares of Non-Voting Common Stock held by HTH that may be converted into shares of Common Stock at the election of HTH.

CUSIP No. 449585108


(1)		NAMES OF REPORTING PERSONS Jakob Haldor Topsøe
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Denmark

(1)

The aggregate amount of shares of Common Stock that may be deemed beneficially owned by Jakob Haldor Topsøe is comprised of (A) 54,415 shares of Common Stock held directly by Jakob Haldor Topsøe and (B) (i) 10,289,453 shares of Common Stock held directly by HTH and (ii) 2,269,838 shares of Non-Voting Common Stock held directly by HTH. Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard, members of the board of directors of HTH, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any. Pursuant to the Issuer’s amended and restated certificate of incorporation, as amended, each holder of shares of Non-Voting Common Stock shall have the right to convert each share of Non-Voting Common Stock held by such holder into one share of Common Stock at such holder’s election by providing written notice to the Issuer; provided, however, that such shares of Non-Voting Common Stock may only be converted into shares of Common Stock during such time or times as immediately prior to or as a result of such conversion would not result in the holder thereof beneficially owning, in excess of the Beneficial Ownership Limitation. Any holder of Non-Voting Common Stock may increase the Beneficial Ownership Limitation with respect to such holder upon 61 days’ prior written notice to the Issuer and may decrease the Beneficial Ownership Limitation at any time upon providing written notice of such election to the Issuer. Because the percentage of shares of Common Stock held directly by HTH currently exceeds 4.99%, the conversion of the shares of Non-Voting Common Stock held by HTH is limited in its entirety by the Beneficial Ownership Limitation at this time.

(2)

Percentage calculated based on (i) 24,101,365 shares of Common Stock outstanding as of the closing of the IPO (including 1,640,625 shares of Common Stock issued pursuant to the underwriters’ option to purchase additional shares), as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 18, 2019, plus (ii) the 2,269,838 shares of Non-Voting Common Stock held by HTH that may be converted into shares of Common Stock at the election of HTH.

CUSIP No. 449585108


(1)		NAMES OF REPORTING PERSONS Christina Teng Topsøe
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Denmark

(1)

The aggregate amount of shares of Common Stock that may be deemed beneficially owned by Christina Teng Topsøe is comprised of (A) 34,375 shares of Common Stock held directly by Christina Teng Topsøe and (B) (i) 10,289,453 shares of Common Stock held directly by HTH and (ii) 2,269,838 shares of Non-Voting Common Stock held directly by HTH. Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard, members of the board of directors of HTH, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any. Pursuant to the Issuer’s amended and restated certificate of incorporation, as amended, each holder of shares of Non-Voting Common Stock shall have the right to convert each share of Non-Voting Common Stock held by such holder into one share of Common Stock at such holder’s election by providing written notice to the Issuer; provided, however, that such shares of Non-Voting Common Stock may only be converted into shares of Common Stock during such time or times as immediately prior to or as a result of such conversion would not result in the holder thereof beneficially owning, in excess of the Beneficial Ownership Limitation. Any holder of Non-Voting Common Stock may increase the Beneficial Ownership Limitation with respect to such holder upon 61 days’ prior written notice to the Issuer and may decrease the Beneficial Ownership Limitation at any time upon providing written notice of such election to the Issuer. Because the percentage of shares of Common Stock held directly by HTH currently exceeds 4.99%, the conversion of the shares of Non-Voting Common Stock held by HTH is limited in its entirety by the Beneficial Ownership Limitation at this time.

(2)

CUSIP No. 449585108


(1)		NAMES OF REPORTING PERSONS Martin Topsøe
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Denmark

(1)

The aggregate amount of shares of Common Stock that may be deemed beneficially owned by Martin Topsøe is comprised of (A) 34,375 shares of Common Stock held directly by Martin Topsøe and (B) (i) 10,289,453 shares of Common Stock held directly by HTH and (ii) 2,269,838 shares of Non-Voting Common Stock held directly by HTH. Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard, members of the board of directors of HTH, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any. Pursuant to the Issuer’s amended and restated certificate of incorporation, as amended, each holder of shares of Non-Voting Common Stock shall have the right to convert each share of Non-Voting Common Stock held by such holder into one share of Common Stock at such holder’s election by providing written notice to the Issuer; provided, however, that such shares of Non-Voting Common Stock may only be converted into shares of Common Stock during such time or times as immediately prior to or as a result of such conversion would not result in the holder thereof beneficially owning, in excess of the Beneficial Ownership Limitation. Any holder of Non-Voting Common Stock may increase the Beneficial Ownership Limitation with respect to such holder upon 61 days’ prior written notice to the Issuer and may decrease the Beneficial Ownership Limitation at any time upon providing written notice of such election to the Issuer. Because the percentage of shares of Common Stock held directly by HTH currently exceeds 4.99%, the conversion of the shares of Non-Voting Common Stock held by HTH is limited in its entirety by the Beneficial Ownership Limitation at this time.

(2)

CUSIP No. 449585108


(1)		NAMES OF REPORTING PERSONS Emil Øigaard
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
(3)		SEC USE ONLY
(4)		SOURCE OF FUNDS (see instructions) PF
(5)		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
(6)		CITIZENSHIP OR PLACE OF ORGANIZATION Denmark

(1)

The aggregate amount of shares of Common Stock that may be deemed beneficially owned by Emil Øigaard is comprised of (A) 34,375 shares of Common Stock held directly by Emil Øigaard and (B) (i) 10,289,453 shares of Common Stock held directly by HTH and (ii) 2,269,838 shares of Non-Voting Common Stock held directly by HTH. Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard, members of the board of directors of HTH, may be deemed to share voting and investment power with respect to the shares reported herein and disclaim beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein, if any. Pursuant to the Issuer’s amended and restated certificate of incorporation, as amended, each holder of shares of Non-Voting Common Stock shall have the right to convert each share of Non-Voting Common Stock held by such holder into one share of Common Stock at such holder’s election by providing written notice to the Issuer; provided, however, that such shares of Non-Voting Common Stock may only be converted into shares of Common Stock during such time or times as immediately prior to or as a result of such conversion would not result in the holder thereof beneficially owning, in excess of the Beneficial Ownership Limitation. Any holder of Non-Voting Common Stock may increase the Beneficial Ownership Limitation with respect to such holder upon 61 days’ prior written notice to the Issuer and may decrease the Beneficial Ownership Limitation at any time upon providing written notice of such election to the Issuer. Because the percentage of shares of Common Stock held directly by HTH currently exceeds 4.99%, the conversion of the shares of Non-Voting Common Stock held by HTH is limited in its entirety by the Beneficial Ownership Limitation at this time.

(2)

Item 1. Security and Issuer.

This statement (this “Statement”) relates to the Common Stock of IGM Biosciences, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 325 E. Middlefield Road, Mountain View, California 94043.

Item 2. Identity and Background.

(a), (b), (c) and (f)

This Statement is being filed jointly on behalf of Haldor Topsøe Holding A/S (“HTH”), a Danish stock-based corporation whose principal business, through its subsidiary operating companies, is catalysis and chemical processing, Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard (each a “Reporting Person” and collectively, the “Reporting Persons”). The business address and principal office of each Reporting Person is Haldor Topsøes Allé, 1 DK-2800, Kgs. Lyngby, Denmark.

Attached as Annex 1 is a chart setting forth, with respect to each executive officer and director of the HTH, his or her name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship, in each case as of the date hereof.

(d) Criminal Convictions During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’s knowledge, any person named on Annex 1 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Civil Proceedings

During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’s knowledge, any person named on Annex 1 is or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The funds used by HTH to acquire beneficial ownership of the Issuer’s Common Stock were furnished from its working capital funds. The funds used by each of Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard to acquire beneficial ownership of the Issuer’s Common Stock were furnished from personal funds.

1,250,000 shares of Common Stock held by HTH and 34,375 shares of Common Stock held by each of Jakob Haldor Topsøe, Christina Teng Topsøe, Martin Topsøe and Emil Øigaard were purchased in connection with the Issuer’s IPO at the IPO price of $16.00 on September 18, 2019.

20,040 shares of Common Stock held by Jakob Haldor Topsøe were purchased on the open market as follows: (i) 1,700 shares of Common Stock on September 18, 2019 at $19.5365 per share; (ii) 14,340 shares of Common Stock on September 19, 2019 at $22.0091 per share; and (iii) 4,000 shares of Common Stock on September 24, 2019 at $20.4985 per share.

9,039,453 shares of Common Stock held by the Reporting Persons were issued immediately prior to the IPO upon the conversion of the Issuer’s Series B Preferred Stock, $0.01 par value per share, on a 1-for-1 basis. The Reporting Persons purchased an aggregate of 59,736,323 shares of Series B Preferred Stock at a price of $1.00 per share from the Issuer pursuant to a Series B Preferred Stock Purchase Agreement. $17.3 million of the aggregate purchase price was cancellation of indebtedness owed to the Reporting Persons by the Issuer pursuant to unsecured promissory notes issued to the Reporting Persons. On August 30, 2019, the Issuer effected a 6.6084-for-1 reverse stock split of the Issuer’s capital stock (the “Split”). Following the reverse stock split, the Reporting Persons held an aggregate of 9,039,453 shares of Series B Preferred Stock.

The 2,269,838 shares of Non-Voting Common Stock held by the Reporting Persons were issued immediately prior to the IPO at the election of the Reporting Persons upon the conversion of the Issuer’s Series C Preferred Stock, $0.01 par value per share, on a 1-for-1 basis. The Reporting Persons purchased an aggregate of 15,000,000 shares of Series C Preferred Stock at a price of $2.00 per share from the Issuer pursuant to a Series C Preferred Stock Purchase Agreement. $20.0 million of the aggregate purchase price was cancellation of indebtedness owed to the Reporting Persons by the Issuer pursuant to unsecured promissory notes issued to the Reporting Persons. Following the Split, the Reporting Persons held an aggregate of 2,269,838 shares of Series C Preferred Stock. In accordance with the terms of the Issuer’s amended and restated certificate of incorporation, as amended, the Reporting Persons elected to have all of the shares of Series C Preferred Stock held converted into shares of Non-Voting Common Stock, and such conversion occurred upon the closing of the IPO on September 20, 2019.

Item 4. Purpose of Transaction.

The Reporting Persons have acquired shares of Common Stock for investment purposes, as described in Item 3 of this Statement.

Subject to the factors discussed below, the Reporting Persons may purchase additional shares of Common Stock, or rights to purchase shares of Common Stock, through open market or privately negotiated transactions (including through the conversion of shares of the Non-Voting Common Stock that may be deemed to be beneficially owned by the Reporting Persons), or may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem to be in their best interests, or otherwise, depending upon existing market conditions, the price and availability of such shares or rights and other considerations discussed in this paragraph. The Reporting Persons intend to review on a continuing basis various factors relating to its investment in the Issuer, including but not limited to the Issuer’s business and prospects, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, other investment and business opportunities available to the Reporting Persons, the Reporting Persons’s general investment and trading policies, market conditions or other factors. The Reporting Persons have not yet determined which of the courses of actions specified in this paragraph it may ultimately take.

Jakob Haldor Topsøe and Christina Teng Topsøe each serve as a member of the Issuer’s board of directors. Immediately prior to the IPO, Ms. Topsøe was appointed as a Class II director to serve until the Issuer’s 2021 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified, or until her earlier death, resignation or removal, and Mr. Topsøe was appointed as a Class I director to serve until the Issuer’s 2020 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.

Except as set forth herein, the Reporting Persons (in their capacity as stockholders of the Issuer) have no present plans or proposals which relate to or would result in any of the following: (i) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii)

a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s board of directors; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (x) any action similar to any of those enumerated in the foregoing clauses (i) through (ix); provided that the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and reserves the right to develop such plans or proposals that would relate to or result in the transactions described in clauses above.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

(a) and (b)

The following disclosure assumes that there are 24,101,365 shares of Common Stock outstanding as of the closing of the IPO (including 1,640,625 shares of Common Stock issued pursuant to the underwriters’ option to purchase additional shares), as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 18, 2019, and 2,269,838 shares of Non-Voting Common Stock held by the Reporting Persons that may be converted into shares of Common Stock at the election of the Reporting Persons.

Haldor Topsøe Holding A/S:

(1) Sole Voting Power: 0

(2) Shared Voting Power: 12,559,291

(3) Sole Dispositive Power: 0