SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schwab Andrew J.

(Last)

(First)

(Middle)

C/O 5AM VENTURE MANAGEMENT, LLC

501 SECOND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Enliven Therapeutics, Inc. [ ELVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/23/2023		A		4,838,092	A	⁽¹⁾	4,838,092	I	See footnote⁽²⁾
Common Stock	02/23/2023		A		960,383	A	⁽¹⁾	960,383	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of October 13, 2022 (the "Merger Agreement"), by and among Imara Inc. ("Imara"), Enliven Therapeutics, Inc., ("Enliven") and Iguana Merger Sub, Inc., a wholly owned subsidiary of the Issuer (the "Merger Sub"), provided for the merger of Merger Sub with and into Enliven, with Enliven surviving the merger as a wholly-owned subsidiary of the Imara (the "Merger"). At the effective time of the Merger, each share of Enliven common stock was converted into the right to receive a number of shares of Imara common stock equal to an exchange ratio of approximately 0.2951 shares of Imara common stock for each share of Enliven common stock. After completion of the Merger, the combined company will be renamed "Enliven Therapeutics, Inc." and the common stock of the combined company will trade on The Nasdaq Stock Market under the symbol "ELVN."

2. The shares held of record by 5AM Ventures VI, L.P. (5AM VI). 5AM Partners VI, LLC (5AM Partners) is the general partner of 5AM VI and may be deemed to have sole investment and voting power over the shares held by 5AM VI. As a managing member of 5AM Partners, the reporting person may be deemed to share voting and dispositive power over the shares held of record by 5AM VI but disclaims beneficial ownership of the securities held of record by 5AM VI except to the extent of his individual pecuniary interest therein.

3. The shares held of record by 5AM Ventures Opportunities I, L.P. (5AM Opportunities). 5AM Opportunities I (GP), LLC (5AM Opportunities GP) is the general partner of 5AM Opportunities and may be deemed to have sole investment and voting power over the shares held by 5AM Opportunities. As a managing member 5AM Opportunities GP, the reporting person may be deemed to share voting and dispositive power over the shares held of record by 5AM Opportunities but disclaims beneficial ownership of the securities held of record by 5AM Opportunities except to the extent of his individual pecuniary interest therein.

Remarks:

	/s/ Ben Hohl, by power of attorney	02/27/2023
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Schwab Andrew J. was granted 5,798,475 shares