Statement of Changes in Beneficial Ownership (4)
January 10 2017 - 05:01PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Boxer Capital, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Mirati Therapeutics, Inc.
[
MRTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
11682 EL CAMINO REAL, SUITE 320,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/6/2017
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(Street)
SAN DIEGO, CA 92130
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/6/2017
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P
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280059
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A
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$5.60
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1037994
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D
(1)
(2)
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Common Stock
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1/6/2017
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P
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6104
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A
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$5.60
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435444
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D
(3)
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Common Stock
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30518
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D
(4)
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Common Stock
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13131
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D
(5)
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Common Stock
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37241
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D
(6)
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Common Stock
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77038
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D
(7)
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Common Stock
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87052
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D
(8)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (right to purchase)
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$0.001
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1/6/2017
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P
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2341786
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1/6/2017
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(9)
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Common Stock
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2341786
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$5.599
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2341786
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D
(1)
(2)
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Warrant (right to purchase)
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$0.001
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1/6/2017
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P
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51047
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1/6/2017
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(9)
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Common Stock
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51047
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$5.599
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51047
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D
(3)
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Explanation of Responses:
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(
1)
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These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Braslyn Ltd. ("Braslyn"), (ii) Boxer Capital, (iii) Boxer Asset Management Inc. ("Boxer Management"), (v) MVA Investors, LLC ("MVA Investors"), (vi) Joe Lewis, (vii) Rodney W. Lappe, (viii) Ivan M. Lieberburg, (ix) Aaron I. Davis, (x) Neil Reisman, (xi) Shehan B. Dissanayake, and (xii) Christopher Fuglesang (collectively, the "Boxer Group), and indirectly by Boxer Management and Messrs.
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(
2)
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(Continued from Footnote 1) Lewis, Fuglesang, Reisman, Lieberburg, Dissanayake and Davis, by virtue of their ownership in Boxer Capital. Each of Messrs. Fuglesang, Reisman, Lieberburg, Dissanayake and Davis is a member of Boxer Capital. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
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(
3)
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These securities are owned directly and solely by MVA Investors, which has sole voting and dispositive power with respect to these securities. Each of Messrs. Fuglesang, Reisman, Lieberburg, Dissanayake and Davis is a member of MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
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(
4)
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These securities are owned directly by Christopher Fuglesang, who may be deemed to be a member of the Boxer Group, and includes 11,436 shares received in connection with the pro rata distribution by Boxer Capital to its members on March 16, 2016 (the "Boxer Capital Pro Rata Distribution").
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(
5)
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These securities are owned directly by Neil Reisman, who may be deemed to be a member of the Boxer Group, and includes 4,921 shares received in connection with the Boxer Capital Pro Rata Distribution.
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(
6)
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These securities are owned directly by Ivan M. Lieberburg, who may be deemed to be a member of the Boxer Group, and includes 34,981 shares received in connection with the Boxer Capital Pro Rata Distribution.
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(
7)
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These securities are owned directly by Shehan B. Dissanayake, who may be deemed to be a member of the Boxer Group, and includes 28,869 shares received in connection with the Boxer Capital Pro Rata Distribution.
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(
8)
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These securities are owned directly by Aaron I. Davis, who may be deemed to be a member of the Boxer Group, and includes 32,622 shares received in connection with the Boxer Capital Pro Rata Distribution.
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(
9)
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The warrants do not have an expiration date and are not exercisable to the extent that, following exercise of such warrants, the warrant holder and its affiliates would beneficially own more than 19.99% of the issuer's common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Boxer Capital, LLC
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA 92130
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X
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LEWIS JOSEPH
C/O CAY HOUSE P.O. BOX N-7776
E.P. TAYLOR DRIVE LYFORD CAY
NEW PROVIDENCE, C5
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X
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Boxer Asset Management Inc.
C/O CAY HOUSE P.O. BOX N-7776
E.P. TAYLOR DRIVE LYFORD CAY
NEW PROVIDENCE, C5
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X
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MVA Investors, LLC
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA 92130
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X
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LAPPE RODNEY W
4660 LA JOLLA VILLAGE DRIVE, SUITE 500
SAN DIEGO, CA 92121
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X
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LIEBERBURG IVAN M
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA 92130
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X
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Davis Aaron I.
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA 92130
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X
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Reisman Neil
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA 92130
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X
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Dissanayake Shehan Bharatha
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA 92130
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X
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Fuglesang Christopher
11682 EL CAMINO REAL, SUITE 320
SAN DIEGO, CA 92130
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X
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Signatures
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Boxer Capital, LLC, By: /s/ Aaron Davis, Aaron Davis
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1/10/2017
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**
Signature of Reporting Person
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Date
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Boxer Asset Management Inc., By: /s/ Jefferson Voss, Jefferson Voss
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1/10/2017
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**
Signature of Reporting Person
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Date
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MVA Investors, LLC, By: /s/ Aaron Davis, Aaron Davis
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1/10/2017
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**
Signature of Reporting Person
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Date
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Joseph Lewis, /s/ Joseph Lewis, Joseph Lewis
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1/10/2017
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**
Signature of Reporting Person
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Date
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Rodney W. Lappe, By: /s/ Rodney W. Lappe, Rodney W. Lappe
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1/10/2017
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**
Signature of Reporting Person
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Date
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Ivan M. Lieberburg, By: /s/ Ivan M. Lieberburg, Ivan M. Lieberburg
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1/10/2017
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**
Signature of Reporting Person
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Date
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Aaron I. Davis, By: /s/ Aaron I. Davis, Aaron I. Davis
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1/10/2017
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**
Signature of Reporting Person
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Date
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Neil Reisman, By: /s/ Neil Reisman, Neil Reisman
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1/10/2017
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**
Signature of Reporting Person
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Date
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Shehan B. Dissanayake, By: /s/ Shehan B. Dissanayake, Shehan B. Dissanayake
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1/10/2017
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**
Signature of Reporting Person
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Date
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Christopher Fuglesang, By: /s/ Christopher Fuglesang, Christopher Fuglesang
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1/10/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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