LOXO Loxo Oncology, Inc.

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,188,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.4% (See Item 5)
14	TYPE OF REPORTING PERSON   PN

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11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,188,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.4% (See Item 5)
14	TYPE OF REPORTING PERSON   PN

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11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,188,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.4% (See Item 5)
14	TYPE OF REPORTING PERSON   OO

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11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,188,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.4% (See Item 5)
14	TYPE OF REPORTING PERSON   IN

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11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,188,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.4% (See Item 5)
14	TYPE OF REPORTING PERSON   IN

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11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,188,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.4% (See Item 5)
14	TYPE OF REPORTING PERSON   IN

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This Amendment No. 1 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2016, relates to the Common Stock, $0.0001 par value (the “Shares”) of Loxo Oncology, Inc., a Delaware corporation (the “Issuer”) and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive office of the Issuer is located at 281 Tresser Blvd., 9th Floor, Stamford, CT 06901.

Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D, and unless otherwise amended hereby, all information previously filed remains in effect.

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Item 3 is hereby amended and restated in its entirety as follows:

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 4,188,920 Shares, consisting of (i) 2,850,709 Shares issued upon the conversion of (x) 2,343,749 shares of Series A Convertible Preferred Stock of the Issuer and (y) 506,960 shares of Series B Convertible Preferred Stock of the Issuer at the closing of the Issuer’s initial public offering of Common Stock (“IPO”) on August 6, 2014, (ii) 188,707 Shares, which were acquired on July 3, 2013 and (iii) 1,149,504 Shares, which were acquired at various times following the IPO at various prices. The source of the purchase price for the Common Stock was capital contributions from the partners of Aisling. No borrowed funds were used in the purchase of the Common Stock.

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Item 3 is hereby amended and restated in its entirety as follows: 

(a) The aggregate percentage of Shares reported as owned by each Reporting Person is based on 25,548,051 Shares of the Issuer’s Common Stock issued and outstanding immediately following the January 2017 Offering (as defined below), as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on January 5, 2017, assuming there is no exercise by the underwriters in such offering of their option to purchase an additional 580,500 Shares in the January 2017 Offering. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 4,188,920 Shares, constituting approximately 16.4% of the outstanding Shares.

  

(b) (i) Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 4,188,920 Shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.

 

(ii) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms, Purcell and Schiff may be deemed to share the power to direct the voting and disposition of the 4,188,920 Shares beneficially owned by the Reporting Persons.

 

(c) On January 10, 2017, Aisling acquired 160,000 Shares in an underwritten offering (the “January 2017 Offering”) at a price of $31.00 per Share.

 

(d) The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Aisling in accordance with their ownership interests in Aisling.

 

(e) Not applicable.

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CUSIP No. 548862101

SCHEDULE 13D

Page 11 of 13

Item 6 is hereby supplementally amended as follows: 

Lock-up Agreement

 

In connection with the January 2017 Offering, Morgan Stanley & Co. LLC (“ Morgan Stanley ”), Citigroup Global Markets Inc. (“Citigroup”) and Cowen and Company, LLC (“ Cowen ”, and together with Cowen, the “ Representatives ”) and each of Mr. Elms and Aisling entered into Lock-Up Agreements (the “ Lock-Up Agreement ”). Each of the Lock-Up Agreements provides that, subject to limited exceptions, without the prior written consent of the Representatives, neither Elms nor Aisling will, for a period of 90 days from the date of the Underwriting Agreement dated January 4, 2017 between the Issuer and the Representatives (the “ Lock-Up Period ”), (1) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, including the filing of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to, any Shares or securities convertible into or exercisable or exchangeable for Shares, (2) enter into any swap or other similar agreement or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares or other securities of the Issuer described in clause (1) above, whether now owned or hereafter acquired by Mr. Elms or Aisling or with respect to which Mr. Elms or Aisling has or hereafter acquires the power of disposition.

 

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Lock-Up Agreements, a copy of which is filed as Exhibits 5 and 6 and are incorporated herein by reference.

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Date: January 12, 2017