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^*

GORDON CARL L

(Last)

(First)

(Middle)

C/O TURNING POINT THERAPEUTICS, INC.

10628 SCIENCE CENTER DRIVE, STE. 225

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Turning Point Therapeutics, Inc. [ TPTX ]

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)
04/22/2019

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	04/22/2019		C		1,120,730⁽¹⁾	A	⁽¹⁾	1,120,730	I	By OrbiMed Private Investments VI, LP⁽²⁾
Common Stock	04/22/2019		C		546,820⁽¹⁾	A	⁽¹⁾	1,667,550	I	By OrbiMed Private Investments VI, LP⁽²⁾
Common Stock	04/22/2019		P⁽³⁾		360,000	A	$18	2,027,550	I	By OrbiMed Private Investments VI, LP⁽²⁾

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)
Stock Option (right to buy)	$27.06	04/22/2019		A		15,000		⁽⁴⁾	04/21/2029	Common Stock	15,000	$0.00	15,000	D
Series C Preferred Stock	⁽¹⁾	04/22/2019		C			4,314,809	⁽¹⁾	⁽¹⁾	Common Stock	1,120,730	$0.00	0	I	By OrbiMed Private Investments VI, LP⁽²⁾
Series D Preferred Stock	⁽¹⁾	04/22/2019		C			2,105,259	⁽¹⁾	⁽¹⁾	Common Stock	546,820	$0.00	0	I	By OrbiMed Private Investments VI, LP⁽²⁾

Explanation of Responses:

1. Automatic conversion, in connection with the Issuer's initial public offering, of each share of preferred stock into 0.25974026 shares of common stock. The shares have no expiration date.

2. OrbiMed Capital GP VI LLC (GP VI) is the general partner of OrbiMed Private Investments VI, LP. (OPI VI). OrbiMed Advisors LLC (OrbiMed Advisors) is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. The Reporting Person is a member of OrbiMed Advisors. OrbiMed Advisors exercise investment and voting power through a management committee comprised of the Reporting Person, Sven H. Borho and Jonathan T. Silverstein. Each of GP VI, OrbiMed Advisors and the Reporting Person disclaims beneficial ownership of the shares held by OPI VI, except to the extent of its or his pecuniary interest therein if any.

3. The shares were purchased at the Issuer's initial public offering.

4. The option will become fully vested on the date of the Issuer's 2020 annual meeting of stockholders.

Remarks:

	/s/ Brian Baker, Attorney-in-Fact	04/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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