Statement of Changes in Beneficial Ownership (4)
September 14 2018 - 6:22PM
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 APPROVAL
OMB Number:
3235-0287
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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
*
Burstein Jennifer
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP of Finance
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(Last)
(First)
(Middle)
C/O LOXO ONCOLOGY, INC., ONE LANDMARK SQUARE, SUITE 1122
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/12/2018
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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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9/12/2018
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M
(1)
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1250
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A
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$11.35
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1250
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D
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Common Stock
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9/12/2018
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S
(1)
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550
(2)
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D
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$166.1391
(3)
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700
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D
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Common Stock
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9/12/2018
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S
(1)
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200
(2)
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D
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$167.25
(4)
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500
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D
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Common Stock
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9/12/2018
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S
(1)
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200
(2)
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D
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$168.785
(5)
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300
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D
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Common Stock
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9/12/2018
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S
(1)
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300
(2)
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D
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$170.95
(6)
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0
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D
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Common Stock
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9/13/2018
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M
(1)
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1250
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A
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$11.35
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1250
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D
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Common Stock
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9/13/2018
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S
(1)
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750
(2)
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D
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$165.5267
(7)
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500
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D
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Common Stock
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9/13/2018
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S
(1)
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500
(2)
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D
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$166.756
(8)
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0
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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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$11.35
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9/12/2018
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M
(1)
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1250
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(9)
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4/30/2025
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Common Stock
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1250
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$0
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26250
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D
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Employee Stock Option (Right to Buy)
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$11.35
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9/13/2018
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M
(1)
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1250
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(9)
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4/30/2025
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Common Stock
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1250
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$0
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25000
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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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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.63 to $166.6299 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(4)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.25 to $168.2499 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(5)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.78 to $169.7799 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(6)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.90 to $171.8999 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(7)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.12 to $166.1199 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(8)
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The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.56 to $167.5599 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(9)
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The stock option vests and becomes exercisable as to 25% of the shares subject to the option on the one-year anniversary of the Reporting Person's employment commencement date, and thereafter vests 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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Burstein Jennifer
C/O LOXO ONCOLOGY, INC.
ONE LANDMARK SQUARE, SUITE 1122
STAMFORD, CT 06901
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Senior VP of Finance
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Signatures
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/s/Jennifer Burstein, by power of attorney
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9/14/2018
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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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