Statement of Changes in Beneficial Ownership (4)
August 16 2017 - 5:22PM
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 Number:
3235-0287
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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
*
Bilenker Joshua H.
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2. Issuer Name
and
Ticker or Trading Symbol
Loxo Oncology, Inc.
[
LOXO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
C/O LOXO ONCOLOGY, INC., 281 TRESSER BOULEVARD, 9TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/14/2017
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(Street)
STAMFORD, CT 06901
(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)
_
X
_ Form filed by One Reporting Person
___ 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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8/14/2017
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M
(1)
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7500
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A
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$1.184
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196207
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D
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Common Stock
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8/14/2017
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S
(1)
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5017
(2)
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D
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$73.5418
(3)
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191190
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D
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Common Stock
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8/14/2017
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S
(1)
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2483
(2)
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D
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$74.1226
(4)
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188707
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D
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Common Stock
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8/15/2017
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M
(1)
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7500
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A
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$1.184
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196207
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D
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Common Stock
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8/15/2017
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S
(1)
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6564
(2)
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D
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$73.3293
(5)
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189643
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D
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Common Stock
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8/15/2017
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S
(1)
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936
(2)
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D
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$73.8346
(6)
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188707
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D
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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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Employee Stock Option (right to buy)
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$1.184
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8/14/2017
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M
(1)
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7500
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(7)
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11/14/2023
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Common Stock
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7500
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$0
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157190
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D
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Employee Stock Option (right to buy)
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$1.184
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8/15/2017
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M
(1)
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7500
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(7)
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11/14/2023
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Common Stock
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7500
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$0
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149690
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D
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Explanation of Responses:
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(1)
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The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.
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(2)
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Represents the aggregate of sales effected on the same day at different prices.
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(3)
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Represents the weighted average sales price per share. The shares sold at prices ranging from $72.94 to $73.92 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
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(4)
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Represents the weighted average sales price per share. The shares sold at prices ranging from $73.94 to $74.59 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
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(5)
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Represents the weighted average sales price per share. The shares sold at prices ranging from $72.76 to $73.75 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
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(6)
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Represents the weighted average sales price per share. The shares sold at prices ranging from $73.78 to $73.98 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
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(7)
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The stock option is immediately exercisable in full, and vests as to 25% of the shares subject to the option on the one-year anniversary of the vesting commencement date, and thereafter as to 1/48th of the shares in equal monthly installments.
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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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Bilenker Joshua H.
C/O LOXO ONCOLOGY, INC.
281 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
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X
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President & CEO
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Signatures
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/s/ Jennifer Burstein, by power of attorney
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8/16/2017
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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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