SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KLINGENSTEIN PAUL H

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 4000

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Clovis Oncology, Inc. [ CLVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2011		C		728,239	A	⁽¹⁾	728,239	I	By Aberdare Ventures IV, L.P.⁽³⁾
Common Stock	11/21/2011		C		14,534	A	⁽¹⁾	14,534	I	By Aberdare Partners IV, L.P.⁽³⁾
Common Stock	11/21/2011		C		158,439	A	⁽²⁾	886,678	I	By Aberdare Ventures IV, L.P.⁽³⁾
Common Stock	11/21/2011		C		3,162	A	⁽²⁾	17,696	I	By Aberdare Partners IV, L.P.⁽³⁾
Common Stock	11/21/2011		P		391,478	A	$13	1,278,156	I	By Aberdare Ventures IV, L.P.⁽³⁾
Common Stock	11/21/2011		P		7,813	A	$13	25,509	I	By Aberdare Partners IV, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽¹⁾	11/21/2011		C			507,119	⁽¹⁾	⁽¹⁾	Common Stock	174,868	⁽¹⁾	0	I	By Aberdare Ventures IV, L.P.⁽³⁾
Series A-1 Preferred Stock	⁽¹⁾	11/21/2011		C			10,122	⁽¹⁾	⁽¹⁾	Common Stock	3,490	⁽¹⁾	0	I	By Aberdare Partners IV, L.P.⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	11/21/2011		C			507,119	⁽¹⁾	⁽¹⁾	Common Stock	174,868	⁽¹⁾	0	I	By Aberdare Ventures IV, L.P.⁽³⁾
Series A-2 Preferred Stock	⁽¹⁾	11/21/2011		C			10,122	⁽¹⁾	⁽¹⁾	Common Stock	3,490	⁽¹⁾	0	I	By Aberdare Partners IV, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	11/21/2011		C			1,097,661	⁽¹⁾	⁽¹⁾	Common Stock	378,503	⁽¹⁾	0	I	By Aberdare Ventures IV, L.P.⁽³⁾
Series B Preferred Stock	⁽¹⁾	11/21/2011		C			21,909	⁽¹⁾	⁽¹⁾	Common Stock	7,554	⁽¹⁾	0	I	By Aberdare Partners IV, L.P.⁽³⁾
5% Convertible Note due 2012	⁽²⁾	11/21/2011		C			$2,059,707	⁽²⁾	05/25/2012	Common Stock	158,439	⁽²⁾	0	I	By Aberdare Ventures IV, L.P.⁽³⁾
5% Convertible Note due 2012	⁽²⁾	11/21/2011		C			$41,106	⁽²⁾	05/25/2012	Common Stock	3,162	⁽²⁾	0	I	By Aberdare Partners IV, L.P.⁽³⁾

Explanation of Responses:

1. Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into the Issuer's Common Stock on a 2.9 for 1 basis immediately prior to the closing of the Issuer's initial public offering on November 21, 2011. The shares have no expiration date.

2. The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering at the Issuer's initial public offering price per share.

3. The Reporting Person is a Managing Director of Aberdare GP IV, L.L.C. ("Aberdare GP IV") which serves as the sole General Partner of Aberdare Ventures IV, L.P. ("Aberdare Ventures IV") and Aberdare Partners IV, L.P. ("Aberdare Partners IV"). As such, the Reporting Person shares voting and investment control over the securities owned by Aberdare Ventures IV and Aberdare Partners IV, and may be deemed to own beneficially the securities held by Aberdare Ventures IV and Aberdare Partners IV. Aberdare GP IV however owns no securities of the Issuer directly. The Reporting Person disclaims beneficial ownership of the shares held by Aberdare Ventures IV and Aberdare Partners IV except to the extent of his proportionate pecuniary interest therein.

	/s/ Paul H. Klingenstein	03/22/2012
	** Signature of Reporting Person	Date
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