0000950142-12-001622.txt : 20120726 0000950142-12-001622.hdr.sgml : 20120726 20120725210445 ACCESSION NUMBER: 0000950142-12-001622 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120726 DATE AS OF CHANGE: 20120725 GROUP MEMBERS: AISLING CAPITAL III LP GROUP MEMBERS: AISLING CAPITAL PARTNERS III LLC GROUP MEMBERS: AISLING CAPITAL PARTNERS III LP GROUP MEMBERS: ANDREW SCHIFF GROUP MEMBERS: DENNIS PURCELL GROUP MEMBERS: STEVE ELMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Durata Therapeutics, Inc. CENTRAL INDEX KEY: 0001544116 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 871247903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86923 FILM NUMBER: 12985671 BUSINESS ADDRESS: STREET 1: 89 HEADQUARTERS PLAZA NORTH STREET 2: 14TH FLOOR CITY: MORRISTOWN STATE: NJ ZIP: 09760 BUSINESS PHONE: 973-993-4867 MAIL ADDRESS: STREET 1: 89 HEADQUARTERS PLAZA NORTH STREET 2: 14TH FLOOR CITY: MORRISTOWN STATE: NJ ZIP: 09760 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AISLING CAPITAL III LP CENTRAL INDEX KEY: 0001444717 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 BUSINESS PHONE: 212-651-6380 MAIL ADDRESS: STREET 1: 888 Seventh Avenue, 30th Fl CITY: New York STATE: NY ZIP: 10106 SC 13D 1 eh1200922_13d-durata.htm SCHEDULE 13D eh1200922_13d-durata.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. ___)*


Durata Therapeutics, Inc.
(Name of Issuer)

 
Common Stock, par value $0.01 per share
(Title of Class of Securities)


26658A 10 7
(CUSIP Number)

Lloyd Appel
Aisling Capital
888 Seventh Avenue, 30th Floor
New York, NY 10106
(212) 651-6380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


July 24, 2012
(Date of Event which Requires Filing of this Statement)


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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 2 of 14


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital III, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,130,824
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,130,824
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,130,824
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.2% (1)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
(1)
Based on 17,240,363 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the Securities Exchange Commission (the “SEC”) on July 20, 2012.
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 3 of 14


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,130,824
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,130,824
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,130,824
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.2% (1)
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
(1)
Based on 17,240,363 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on July 20, 2012.
 
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 4 of 14


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Aisling Capital Partners III LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
3,130,824
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
3,130,824
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,130,824
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.2% (1)
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
(1)
Based on 17,240,363 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on July 20, 2012.
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 5 of 14


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steve Elms
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,130,824
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,130,824
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,130,824
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.2% (1)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
(1)
Based on 17,240,363 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on July 20, 2012.
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 6 of 14


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Dennis Purcell
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,130,824
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,130,824
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,130,824
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.2% (1)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
(1)
Based on 17,240,363 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on July 20, 2012.
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 7 of 14


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Andrew Schiff
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
3,130,824
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
3,130,824
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,130,824
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.2% (1)
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
(1)
Based on 17,240,363 shares of the Issuer’s common stock issued and outstanding following the initial public offering of the Issuer’s common stock, as reported in the Issuer’s final prospectus filed with the SEC on July 20, 2012.
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 8 of 14
 
 
 
Item 1. 
Security and Issuer.
 
The security to which this statement relates is common stock, par value $0.01 per share (the “Common Stock”).  The principal executive offices of Durata Therapeutics, Inc. (the “Issuer”) are located at 89 Headquarters Plaza North, 14th Floor, Morristown, New Jersey 07960.
 
Item 2. 
Identity and Background.
 
(a)           This Schedule 13D is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
 
 
(i) 
Aisling Capital III, LP (“Aisling”);
 
 
(ii) 
Aisling Capital Partners III, LP (“Aisling Partners”), the general partner of Aisling;
 
 
(iii) 
Aisling Capital Partners III LLC (“Aisling Partners GP”) the general partner of Aisling Partners;
 
 
(v)
Mr. Dennis Purcell, a managing member of Aisling Partners GP;
 
 
(vi)
Mr. Steve Elms, a managing member of Aisling Partners GP;
 
 
(vi) 
Mr. Andrew Schiff, a managing member of Aisling Partners GP (together with Mr. Dennis Purcell and Mr. Steve Elms, the “Managers”).
 
(b)           The principal business address for each of the Reporting Persons is 888 Seventh Avenue, 30th Floor, New York, New York 10106.
 
(c)           Aisling was formed in order to engage in the acquiring, holding and disposing of investments in various companies.  Aisling Partners is the general partner of Aisling and was formed to act as the general partner of Aisling, to make investments through Aisling and to fulfill such other purposes as may be determined by Aisling from time to time.  Aisling Partners GP is the general partner of Aisling Partners and was formed to act as the general partner of Aisling Partners.  Dennis Purcell, Steve Elms and Andrew Schiff are the Managers of Aisling Partners GP.  Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, Aisling Partners, Aisling GP, Mr. Elms, Mr. Purcell and Mr. Schiff each may be deemed to be a beneficial owner of the Common Stock held for the account of Aisling.
 
 
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 9 of 14
 
 
(d)           None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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.
 
(f)           Each of Aisling and Aisling Partners is a Delaware limited partnership.  Aisling Partners GP is a Delaware limited liability company.   Each of Steven Elms, Dennis Purcell and Andrew Schiff is a United States citizen.
 
Item 3. 
Source and Amount of Funds or Other Consideration.
 
As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 3,130,824 shares of Common Stock, consisting of (i) 1,111,111 shares of Common Stock, which were acquired on July 24, 2012 in the Issuer’s initial public offering of Common Stock (“IPO”) with an aggregate purchase price of $9,999,999 and (ii) 2,019,713 shares of Common Stock issued upon the conversion of 16,157,707 shares of Series A Preferred Stock (“Series A Preferred Stock”) at the closing of the IPO on July 24, 2012 (the “Conversion”).  The source of the purchase price for the Purchase was capital contributions from the partners of Aisling.  No borrowed funds were used to purchase the Common Stock.
 
Item 4. 
Purpose of Transaction.
 
Each Reporting Person expects to evaluate on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities, which, if effected, could result in, among other things, any of the matters identified in Items 4(a)−(j) of Schedule 13D.  Accordingly, each Reporting Person reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate.  In particular, each Reporting Person may at any time and from time to time, (i) in the open market, in privately negotiated transactions or otherwise, acquire additional Common Stock or other
 
 
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 10 of 14
 
 
securities of the Issuer, including acquisitions from affiliates of the Reporting Persons; (ii) dispose or transfer of all or a portion of the securities of the Issuer, including the Common Stock, that the Reporting Persons now own or may hereafter acquire to any person or entity, including dispositions to affiliates of the Reporting Persons; (iii) enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities; (iv) cause or seek to cause the Issuer or any of its subsidiaries to acquire all or a portion of another person's assets or business, including acquisitions from affiliates of the Reporting Persons; (v) cause or seek to cause the Issuer or any of its subsidiaries to enter into one or more acquisitions, business combinations or mergers or to sell, transfer or otherwise dispose of all or any portion of its assets or business to any person or entity, including acquisitions, business combinations, mergers, sales, transfers and other dispositions with or to affiliates of the Reporting Persons; (vi) restructure the Issuer’s or any of its subsidiaries’ capitalization, indebtedness or holding company arrangements; (vii) make personnel changes to the present management of the Issuer deemed necessary or desirable; (viii) change the identity of the directors of the Issuer; (ix) make or propose any other material change in the Issuer’s or any of its subsidiaries’ corporate structure or business; or (x) engage in communications with one or more stockholders, officers or directors of the Issuer and other persons regarding any of the matters described in clauses (i) through (ix) above.
 
Item 5. 
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 17,240,363 shares of the Issuer’s common stock issued and outstanding following the IPO, as reported in the Issuer’s final prospectus filed with the SEC on July 20, 2012. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 3,130,824 shares of Common Stock constituting approximately 18.2% of the outstanding shares of Common Stock.
 
(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 3,130,824 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
 
 
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 11 of 14
 
 
power to direct the voting and disposition of the 3,130,824 shares of Common Stock beneficially owned by the Reporting Persons.
 
(c)           On July 20, 2012, Aisling acquired (i) 1,111,111 shares of Common Stock in the IPO with an aggregate purchase price of $9,999,999 at $9.00 per share and (ii) 2,019,713 shares of Common Stock issued upon the Conversion.
 
(d)           The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
On July 18, 2012, Aisling signed a letter for the benefit of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC as representatives of the several underwriters named in the underwriting agreement in connection with the IPO (collectively, the “Underwriters”) and confirmed and agreed to not sell, transfer, assign, pledge or hypothecate 1,111,111 shares of Common Stock acquired in the IPO until October 18, 2012.
 
On March 21, 2012, Aisling entered into a lock-up agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC as representatives of the Underwriters and agreed  that until September 17, 2012 it will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, including 2,019,713 shares of Common Stock issued upon the Conversion (the “Locked-up Securities”) or exercise any right with respect to the registration of the Locked-up Securities or the filing of any registration statement in connection therewith, under the Securities Act of 1933, as amended; or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Locked-up Securities.  Such restrictions do not apply, subject to certain conditions, to transactions relating to (i) bona fide gifts, (ii) transfers to a family member or a trust,  (iii) a
 
 
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 12 of 14
 
 
distribution to limited partners, members or stockholders of Aisling or to Aisling’s affiliates or to any investment fund or other entity controlled or managed by Aisling or (iv) transfers by will.
 
Pursuant to the Investor Rights Agreement (the “Investor Rights Agreement”), dated December 9, 2009, by and among the Issuer and the holders of Common Stock issuable upon the Conversion listed in Schedule A thereto, including Aisling (the “Holders”), the Issuer may be required to register under the Securities Act of 1933, as amended (the “Securities Act”), 2,019,713 shares of Common Stock held by Aisling issued upon the Conversion.  Pursuant to the Investors Rights Agreement, (i) beginning September 17, 2012, upon a written request to the Issuer from any Holder or Holders of at least 75% of the Registrable Securities (as defined in the Investors Rights Agreement), the Issuer is required to register all or a portion of such Holder’s or Holders’ shares on any registration statement (other than on Form S-3 unless the Issuer becomes eligible to use Form S-3 as further described below) if the anticipated aggregate offering price is at least $10,000,000; (ii) any Holder or Holders may request the Issuer to register its or their shares on Form S-3 if the anticipated aggregate offering price is at least $1,000,000; and  (iii) if at any time the Issuer determines to register any of its securities, it is required to promptly notify all Holders and include in such registration, or “piggy-back,” all the Registrable Securities requested by any Holder or Holders.  The Issuer will pay any registration expenses relating to the registration rights of the Holders, subject to certain conditions.  The registration rights described above will terminate on  July 18, 2018.  The Investor Rights Agreement contains  customary indemnification and contribution provisions.
 
From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions.  These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan.  From time to time, to the extent permitted by applicable laws, each of the Reporting Persons may borrow securities, including the Common Stock, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities.
 
On July 25, 2012, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
 
 
 
 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 13 of 14
 
 
Item 7. 
Material to be Filed as Exhibits.
 
 
 
 
 
Exhibit 4:
Investors Rights Agreement, dated December 11, 2009, by and among the Issuer and the holders of Common Stock issuable upon the Conversion listed in Schedule A thereto, the form of which was filed confidentially and incorporated herein by reference to Exhibit 10.6 to Amendment No.4 to the Issuer’s Registration Statement on Form S-1 (File No. 333- 180280), filed with the SEC on July 9, 2012.
 
 
 
 
 
 
 

 
 
 
 
 
 
CUSIP No. 26658A 10 7 
 
 SCHEDULE 13D
Page 14 of 14
 

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:     July 25, 2012
 
   
AISLING CAPITAL III, LP
  
       
 
By:
Aisling Capital Partners III, LP
General Partner
  
     
  By: 
Aisling Capital Partners III LLC
General Partner
  
         
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
   
AISLING CAPITAL PARTNERS III, LP
  
       
 
By:
Aisling Capital Partners III LLC
General Partner
  
     
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
 
  
   
AISLING CAPITAL PARTNERS III LLC
  
       
 
By:
/s/ Dennis Purcell
  
   
Name: Dennis Purcell
Title: Managing Member
  
       
    /s/ Steve Elms  
   
Steve Elms
  
       
    /s/ Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff  
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
 

 EX-99.1 2 eh1200922_ex1.htm EXHIBIT 1 eh1200922_ex1.htm
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.  This Agreement may be executed in one or more counterparts.
 
Date:     July 25, 2012
 
   
AISLING CAPITAL III, LP
  
       
 
By:
Aisling Capital Partners III, LP
General Partner
  
     
  By: 
Aisling Capital Partners III LLC
General Partner
  
         
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
   
AISLING CAPITAL PARTNERS III, LP
  
       
 
By:
Aisling Capital Partners III LLC
General Partner
  
     
   
By:
 /s/ Dennis Purcell   
     
Name: Dennis Purcell
  
     
Title: Managing Member
  
 
 
 
  
   
AISLING CAPITAL PARTNERS III LLC
  
       
 
By:
/s/ Dennis Purcell
  
   
Name: Dennis Purcell
Title: Managing Member
  
       
    /s/ Steve Elms  
   
Steve Elms
  
       
    /s/ Dennis Purcell  
    Dennis Purcell  
       
    /s/ Andrew Schiff  
    Andrew Schiff  
 
 
 
EX-99.2 3 eh1200922_ex2.htm EXHIBIT 2 eh1200922_ex2.htm
EXHIBIT 2
 
 
3/21, 2012
 
Merrill Lynch, Pierce, Fenner & Smith
       Incorporated,
 
Credit Suisse Securities (USA) LLC
as Representatives of the several
Underwriters to be named in the
within-mentioned Underwriting Agreement
 
c/o
Merrill Lynch, Pierce, Fenner & Smith
       Incorporated
One Bryant Park
New York, New York 10036
 
c/o
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
 
 
Re:
Proposed Public Offering by Durata Therapeutics, Inc.
 
Dear Sirs:
 
The undersigned, a stockholder and/or an officer and/or director of Durata Therapeutics, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Credit Suisse Securities (USA) LLC (“Credit Suisse,” and together with Merrill Lynch, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, as applicable, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Underwriting Agreement (subject to extensions as discussed below), the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or the filing of any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that
 
 
 
 
1
 
 
transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.  If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the Offering.
 
If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.
 
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives each receive a signed lock-up agreement for the balance of the lock-up period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) in the case of clauses (i) – (iv) below, such transfers are not required to be reported with the Securities and Exchange Commission (the “Commission”) on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (4) in the case of clauses (i) – (iv) below, the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
 
 
(i)
as a bona fide gift or gifts; or
 
 
(ii)
to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or
 
 
(iii)
as a distribution to limited partners, members or stockholders of the undersigned; or
 
 
(iv)
to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned; or
 
 
 
 
 
2
 
 
 
(v)
by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned.
 
In addition, the restrictions on transfer and disposition of Lock-Up Securities shall not apply to (a) the exercise of an option to purchase shares of Common Stock outstanding as of the date hereof, or granted under any stock incentive plan as described in the General Disclosure Package (as defined in the Underwriting Agreement) of the Company, provided that the underlying shares of Common Stock continue to be subject to the restrictions on transfer set forth in this lock-up agreement, (b) the repurchase of Lock-Up Securities by the Company in connection with the termination of the undersigned’s employment with the Company, (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that such plan does not provide for any transfers of Common Stock during the 180-day lock-up period or any extension thereof pursuant to this lock-up agreement, or (d) the transfer or disposition of shares of Common Stock purchased in the Offering from the Underwriters (other than any issuer-directed Securities purchased in the Offering by an officer or director of the Company) or on the open market following the Offering.
 
Notwithstanding the foregoing, if:
 
(1)           during the last 17 days of the 180-day lock-up period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or
 
(2)           prior to the expiration of the 180-day lock-up period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period,
 
the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.
 
The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial 180-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the 180-day lock-up period (as may have been extended pursuant to the previous paragraph) has expired.
 
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.
 
 
 
 
 
 
3
 
 
If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed on or prior to December 31, 2012 or (iii) for any reason the Underwriting Agreement shall be terminated prior to payment for and delivery of the Securities thereunder, this lock-up agreement shall terminate and the undersigned shall be released from its obligations hereunder.
 
 
 
Very truly yours,
  
     
       
 
Signature: 
 /s/ Lloyd Appel  
       
  Print Name: Lloyd Appel, CFO   
   
Aisling Capital III, LP
  
       
 
 
 
 
 
 
 
 
 
 
 
 
4
 EX-99.3 4 eh1200922_ex3.htm EXHIBIT 3 eh1200922_ex3.htm
EXHIBIT 3
 
Purchase of Common Stock
in the Initial Public Offering of Durata Therapeutics, Inc.
 
In connection with the purchase by the undersigned of shares of common stock, par value $0.01 per share (the “Common Stock”), of Durata Therapeutics, Inc. (the “Company”) in the Company’s initial public offering (the “IPO”), the undersigned hereby confirms and agrees that the Common Stock purchased in the IPO shall not be sold, transferred, assigned, pledged or hypothecated for a period of three months following the effective date of the IPO.
 
 
         
 
By:
 /s/ Lloyd Appel  
    Name: Lloyd Appel  
    Title: CFO