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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. ☐
CUSIP No. 548862101
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
Access Industries Management, LLC
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 shares
|
|
8
|
|
SHARED VOTING POWER
2,080,897 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,080,897 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080,897 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
8.15%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
Access Industries, Inc.
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 shares
|
|
8
|
|
SHARED VOTING POWER
2,080,897 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,080,897 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080,897 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
8.15%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
CUSIP No. 548862101
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
Len Blavatnik
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 shares
|
|
8
|
|
SHARED VOTING POWER
2,080,897 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,080,897 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080,897 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
8.15%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
AI Loxo Holdings 2 LLC
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,528,339 shares
|
|
8
|
|
SHARED VOTING POWER
0 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,528,339 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,528,339 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
5.98%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
AI Life Sciences Investments LLC
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
552,558 shares
|
|
8
|
|
SHARED VOTING POWER
0 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
552,558 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,558 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
2.16%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
AI LSI-SPV LLC
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 shares
|
|
8
|
|
SHARED VOTING POWER
0 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
552,558 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,558 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
2.16%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
AI LSI Management LLC
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 shares
|
|
8
|
|
SHARED VOTING POWER
552,558 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
552,558 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,558 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
2.16%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
|
|
|
|
|
|
|
1
|
|
NAME OF
REPORTING PERSON.
Access Industries Holdings LLC
|
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)
AF
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
E
ACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 shares
|
|
8
|
|
SHARED VOTING POWER
0 shares
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
552,558 shares
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,558 shares
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11);
2.16%
(1)
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO (Limited Liability Company)
|
(1)
|
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement assume an aggregate of 25,548,051 shares of Common Stock issued and outstanding, as reported in the Issuers
prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
|
CONTINUATION PAGES TO SCHEDULE 13D
This Schedule 13D is being filed by Access Industries Management, LLC (AIM LLC), Access Industries, Inc. (Access), Len
Blavatnik, AI Loxo Holdings 2 LLC (AI Loxo 2), AI Life Sciences Investments LLC (AI Life), AI
LSI-SPV
LLC (AI SPV), AI LSI Management LLC (AI LSI) and Access
Industries Holdings LLC (AIH LLC) (collectively, the Reporting Persons, and each, a Reporting Person) to report an acquisition of common stock, $.0001 par value per share, of the Issuer (the Common
Stock).
Mr. Blavatnik, AIM LLC, AIH LLC and AI Loxo 2 previously reported their ownership of securities of the Issuer on a
Schedule 13G (the Schedule 13G) filed with the Securities and Exchange Commission on February 13, 2015, as amended and supplemented by Amendment No. 1, filed on February 11, 2016. This Schedule 13D amends and replaces the
Schedule 13G.
Item 1
|
Security and Issuer
|
This Schedule 13D relates to the Common Stock, $.0001 par value per
share, of Loxo Oncology, Inc. (the Issuer). The address of the Issuers principal executive office is: Tresser Blvd., 9
th
Floor, Stamford, CT 06901.
Item 2
|
Identity and Background
|
|
|
|
|
|
|
|
Name
|
|
Address of
Business/Principal Office
|
|
Principal Business/Occupation
|
|
Jurisdiction of
Organization/Citizenship
|
|
|
|
|
Access Industries Management, LLC
|
|
c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
|
|
Manager of holdings of strategic investments in a variety of industries worldwide
|
|
Delaware
|
|
|
|
|
Access Industries, Inc.
|
|
730 Fifth Avenue
New York, NY 10019
|
|
Holding strategic investments and managing companies holding strategic investments in a variety of industries worldwide
|
|
New York
|
|
|
|
|
Len Blavatnik
|
|
c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
|
|
Chairman of Access Industries, Inc., the principal business of which is holding strategic investments in a variety of industries worldwide
|
|
United States of America
|
|
|
|
|
AI Loxo Holdings 2 LLC
|
|
c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
|
|
Holding company for investment in the Issuer
|
|
Delaware
|
|
|
|
|
AI Life Sciences Investments LLC
|
|
c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
|
|
Holding strategic investments in a variety of life science industry investments worldwide
|
|
Delaware
|
|
|
|
|
AI
LSI-SPV
LLC
|
|
c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
|
|
Holding strategic investments in a variety of life science industry investments worldwide
|
|
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
AI LSI Management LLC
|
|
c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
|
|
Manager of holdings of strategic investments in a variety of life science industry investments worldwide
|
|
Delaware
|
|
|
|
|
Access Industries Holdings LLC
|
|
c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
|
|
Holding strategic investments in a variety of industries worldwide
|
|
Delaware
|
None of the Reporting Persons has, during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
Please see Annex A for information regarding the directors and executive officers of Access Industries, Inc.
Item 3
|
Source and Amount of Funds or Other Considerations
|
AI Life purchased 320,000 shares of
the Issuers Common Stock on January 10, 2017 at a purchase price of $31 per share. AI Life previously purchased 232,558 shares of the Issuers Common Stock at an aggregate purchase price of $4,999,997. AI Loxo 2 acquired 160,000
shares of the Issuers Common Stock at an aggregate purchase price of $4,240,000. AI Life and AI Loxo 2 funded these purchases using capital contributed from affiliated entities. The affiliated entities funded that capital using cash on hand.
Affiliates of AI Loxo 2 acquired 1,368,339 shares of the Issuers Common Stock upon conversion of the securities of the Issuer held by such affiliates at the time of the Issuers initial public offering. AI Loxo 2 acquired such shares in
an internal reorganization.
Item 4
|
Purpose of Transaction
|
The Reporting Persons who hold Common Stock directly acquired
those shares as an investment in the regular course of their businesses. Avi Naider, a director of the Issuer, is the President of AI LSI, the managing member of AI Life.
The Reporting Persons intend to
re-examine
their investment from time to time and, depending on
prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Stock in the open
market, block trades, negotiated transactions, or otherwise. The Reporting Persons may also dispose of all or a portion of the Issuers securities, in open market or privately negotiated transactions, and/or enter into derivative transactions
with institutional counterparties with respect to the Issuers Common Stock, in each case, subject to limitations under applicable law.
The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting
Persons future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and
other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
Except as set forth above, the Reporting Persons have no plans or proposals with respect to the Issuer.
Item 5
|
Interest in Securities of the Issuer
|
(a) and (b) The responses of each of the
Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by
reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D
that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of
(including but not limited to footnotes to such information) are incorporated herein by reference.
1,528,339 shares of the Issuers
Common Stock are owned directly by AI Loxo 2. Each of AIM LLC, Access and Len Blavatnik may be deemed to beneficially own the shares of Common Stock held directly by AI Loxo 2. AIM LLC controls AI Loxo 2, Access owns all of the outstanding
membership interests of AIM LLC and Len Blavatnik controls each of Access and AIM LLC and, as a result, may be deemed to share voting and investment power over the shares of Common Stock beneficially owned by AI Loxo 2. Each of AIM LLC, Access and
Len Blavatnik, and each of their affiliated entities and the officers, partners, members and managers thereof, other than AI Loxo 2, disclaims beneficial ownership of the shares of Common Stock held by AI Loxo 2.
552,558 shares of the Issuers Common Stock are owned directly by AI Life. Each of AI LSI, AI SPV, AIH LLC, AIM LLC, Access and Len
Blavatnik may be deemed to beneficially own the shares of common stock held directly by AI Life. AI SPV as a holder of certain membership interests in AI Life and AIH LLC as the holder of all of the outstanding membership interests of AI SPV may be
deemed to share investment power over the shares of Common Stock held by AI Life. AI LSI is the managing member of AI Life, AIM LLC controls each of AI Life, AI LSI and AIH LLC, Access owns all of the outstanding membership interests of AIM LLC and
Len Blavatnik controls each of Access and AIM LLC and, as a result, may be deemed to share voting and investment power over the shares of Common Stock beneficially owned by AI Life. Each of AI LSI, AI SPV, AIH LLC, AIM LLC, Access and Len Blavatnik,
and each of their affiliated entities and the officers, partners, members and managers thereof, other than AI Life, disclaims beneficial ownership of the shares of Common Stock held by AI Life.
(c) The following transactions in the Issuers securities have been effected by Reporting Persons within the 60 days prior to this filing:
On January 10, 2017, AI Life purchased 320,000 shares of Class A Common Stock at $31 per share from an underwriter under the
Issuers public offering of Common Stock pursuant to the Issuers prospectus filed with the Securities and Exchange Commission by the Issuer pursuant to Rule 424(b)(5) on January 5, 2017.
(d) Not applicable.
(e) Not
applicable.
Item 6
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Not Applicable
Item 7
|
Materials to Be Filed as Exhibits
|
|
|
|
Exhibit
|
|
Description
|
|
|
99.1
|
|
Joint Filing Agreement, dated as of January 17, 2017.
|
|
|
99.2
|
|
Power of Attorney, dated as of July 9, 2014, executed for Len Blavatnik (incorporated herein by reference to Exhibit 99.2 to the Schedule 13G (file number
005-88267)
filed with the
Securities and Exchange Commission on February 13, 2015 by AI Loxo Holdings LLC).
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 17, 2017
|
|
|
ACCESS INDUSTRIES MANAGEMENT, LLC
|
|
/s/ Alejandro Moreno
Signature
Alejandro Moreno / Executive Vice President
Name/Title
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ACCESS INDUSTRIES, INC.
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/s/ Alejandro Moreno
Signature
Alejandro Moreno / Executive Vice President
Name/Title
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AI LOXO HOLDINGS 2 LLC
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By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno
Signature
Alejandro Moreno / Executive Vice President
Name/Title
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AI LIFE SCIENCES INVESTMENTS LLC
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By: AI LSI Management LLC, its Manager
By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno
Signature
Alejandro Moreno / Executive Vice President
Name/Title
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AI
LSI-SPV
LLC
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By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno
Signature
Alejandro Moreno / Executive Vice President
Name/Title
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AI LSI MANAGEMENT LLC
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By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno
Signature
Alejandro Moreno / Executive Vice President
Name/Title
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ACCESS INDUSTRIES HOLDINGS LLC
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By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno
Signature
Alejandro Moreno / Executive Vice President
Name/Title
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*
Signature
Len Blavatnik
Name
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*
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The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (as filed with the SEC on February 13, 2015).
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By:
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/s/ Alejandro Moreno
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Name:
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Alejandro Moreno
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Attorney-in-Fact
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Annex A
Directors and Executive Officers of Access Industries, Inc.
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Name
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Business Address
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Principal Occupation
or
Employment
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Jurisdiction of Citizenship
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Len Blavatnik
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c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
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Chairman and Director
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United States of America
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Alejandro Moreno
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c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
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Executive Vice President, General Counsel and Secretary
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United States of America
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Alex Blavatnik
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c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
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Executive Vice President, Vice Chairman and Director
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United States of America
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Richard B. Storey
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c/o Access Industries, Inc.
730 Fifth Avenue
New York, NY 10019
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Executive Vice President, Chief Financial Officer
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United States of America
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Lincoln Benet
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c/o Access Industries, Inc.
6th Floor, Marble Arch House
66 Seymour Street
London, W1H 5BT
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President, Chief Executive Officer
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United States of America
and United Kingdom
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