0000895345-24-000019.txt : 20240125
0000895345-24-000019.hdr.sgml : 20240125
20240125163224
ACCESSION NUMBER: 0000895345-24-000019
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240123
FILED AS OF DATE: 20240125
DATE AS OF CHANGE: 20240125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEWIS JOSEPH
CENTRAL INDEX KEY: 0001015747
ORGANIZATION NAME:
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562647
MAIL ADDRESS:
STREET 1: PO BOX N7776
CITY: LYFORD BAHAMAS
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fuglesang Christopher
CENTRAL INDEX KEY: 0001465835
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562643
MAIL ADDRESS:
STREET 1: 11682 EL CAMINO REAL, SUITE 320
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boxer Asset Management Inc.
CENTRAL INDEX KEY: 0001465836
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562648
BUSINESS ADDRESS:
STREET 1: CAY HOUSE
STREET 2: EP TAYLOR DRIVE N7776
CITY: LYFORD CAY, NEW PROVIDENCE
STATE: C5
ZIP: 00000
BUSINESS PHONE: (407) 876-2431
MAIL ADDRESS:
STREET 1: CAY HOUSE
STREET 2: EP TAYLOR DRIVE N7776
CITY: LYFORD CAY, NEW PROVIDENCE
STATE: C5
ZIP: 00000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boxer Capital, LLC
CENTRAL INDEX KEY: 0001465837
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562649
BUSINESS ADDRESS:
STREET 1: 12860 EL CAMINO REAL
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: (858) 400-3112
MAIL ADDRESS:
STREET 1: 12860 EL CAMINO REAL
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lockend Five, LLC
CENTRAL INDEX KEY: 0001830602
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562641
BUSINESS ADDRESS:
STREET 1: 12 EAGLE KNOLL COURT
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
BUSINESS PHONE: 619-518-4637
MAIL ADDRESS:
STREET 1: 12 EAGLE KNOLL COURT
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MVA Investors, LLC
CENTRAL INDEX KEY: 0001468223
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562646
BUSINESS ADDRESS:
STREET 1: 12860 EL CAMINO REAL
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: (858) 400-3114
MAIL ADDRESS:
STREET 1: 12860 EL CAMINO REAL
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Davis Aaron I.
CENTRAL INDEX KEY: 0001465914
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562645
MAIL ADDRESS:
STREET 1: 12860 EL CAMINO REAL, SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Braslyn Ltd.
CENTRAL INDEX KEY: 0001642355
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562642
BUSINESS ADDRESS:
STREET 1: CAY HOUSE
STREET 2: EP TAYLOR DRIVE N7776
CITY: LYFORD CAY, NEW PROVIDENCE
STATE: C5
ZIP: 00000
BUSINESS PHONE: 407-909-9970
MAIL ADDRESS:
STREET 1: CAY HOUSE
STREET 2: EP TAYLOR DRIVE N7776
CITY: LYFORD CAY, NEW PROVIDENCE
STATE: C5
ZIP: 00000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dissanayake Shehan Bharatha
CENTRAL INDEX KEY: 0001663609
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35921
FILM NUMBER: 24562644
MAIL ADDRESS:
STREET 1: 11682 EL CAMINO REAL, SUITE 320
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Mirati Therapeutics, Inc.
CENTRAL INDEX KEY: 0001576263
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 462693615
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3545 CRAY COURT
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 858-332-3410
MAIL ADDRESS:
STREET 1: 3545 CRAY COURT
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
form4.xml
X0508
4
2024-01-23
0001576263
Mirati Therapeutics, Inc.
MRTX
0001465837
Boxer Capital, LLC
12860 EL CAMINO REAL
SUITE 300
SAN DIEGO
CA
92130
true
See remarks
0001465836
Boxer Asset Management Inc.
CAY HOUSE, EP TAYLOR DRIVE
LYFORD CAY
NEW PROVIDENCE
C5
N7776
BAHAMAS
true
See remarks
0001015747
LEWIS JOSEPH
CAY HOUSE, EP TAYLOR DRIVE
LYFORD CAY
NEW PROVIDENCE
C5
N7776
BAHAMAS
true
See remarks
0001468223
MVA Investors, LLC
12860 EL CAMINO REAL, SUITE 300
SAN DIEGO
CA
92130
true
See remarks
0001465914
Davis Aaron I.
12860 EL CAMINO REAL, SUITE 300
SAN DIEGO
CA
92130
true
See remarks
0001663609
Dissanayake Shehan Bharatha
12860 EL CAMINO REAL, SUITE 300
SAN DIEGO
CA
92130
true
See remarks
0001465835
Fuglesang Christopher
12860 EL CAMINO REAL, SUITE 300
SAN DIEGO
CA
92130
true
See remarks
0001642355
Braslyn Ltd.
CAY HOUSE
EP TAYLOR DRIVE, LYFORD CAY
NEW PROVIDENCE
C5
N7776
BAHAMAS
true
See remarks
0001830602
Lockend Five, LLC
12 EAGLE KNOLL COURT
LAS VEGAS
NV
89141
true
See remarks
false
Common Stock
2024-01-23
4
D
0
287866
D
0
I
See Footnote
Common Stock
2024-01-23
4
D
0
3201440
D
0
D
Common Stock
2024-01-23
4
D
0
203754
D
0
I
See Footnote
Common Stock
2024-01-23
4
D
0
3135966
D
0
I
See Footnote
Common Stock
2024-01-23
4
D
0
30518
D
0
I
See Footnote
Warrant (right to purchase)
0.001
2024-01-23
4
D
0
332809
D
2017-11-20
Common Stock
332809
0
D
Warrant (right to purchase)
0.001
2024-01-23
4
D
0
3578036
D
2017-01-06
Common Stock
3578036
0
I
See Footnote
Warrant (right to purchase)
0.001
2024-01-23
4
D
0
1413475
D
2017-11-20
Common Stock
1413475
0
I
See Footnote
On January 23, 2024, Mirati Therapeutics, Inc. (the "Company") filed a Form 8-K with the SEC announcing the consummation of a transaction in which the Company became a wholly owned subsidiary of Bristol-Myers Squibb Company, as described in greater detail therein (the "Merger"). As described in that 8-K, upon the effective time (the "Effective Time") of the Merger each share of Company common stock, par value $0.001 per share, of the Company ("Common Stock") (with certain exceptions) was automatically converted into the right to receive (i) cash in an amount equal to $58.00 subject to applicable withholding tax and (ii) one contingent value right (a "CVR") representing the right to receive $12.00 in cash, without interest and subject to any applicable tax withholding upon achievement of a specified milestone is achieved (as further explained in the Form 8-K) (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").
These securities are owned directly by MVA Investors, LLC ("MVA Investors"). Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Each reporting person other than MVA Investors disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.
These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). Boxer Asset Management Inc. ("Boxer Management") is the managing member of Boxer Capital. Joseph Lewis is the sole indirect owner of Boxer Management. Each of Messrs. Fuglesang, Dissanayake and Davis is a member of Boxer Capital. Each reporting person other than Boxer Capital disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.
These securities are owned directly by Lockend Five, LLC, a limited liability company owned soley by Mr. Dissanayake. Each reporting person other than Lockend Five, LLC and Mr. Dissanayake disclaims beneficial ownership of these securities.
These securities are owned directly by Braslyn Ltd., which is owned by a revocable trust established by Mr. Lewis for the benefit of members of his immediate family. Each reporting person other than Braslyn Ltd. and Mr. Lewis disclaims beneficial ownership of these securities.
These securities are owned directly by Mr. Fuglesang. Each reporting person other than Mr. Fuglesang disclaims beneficial ownership of these securities.
By virtue of the Merger, each then unexpired and unexercised issued and outstanding warrant to purchase shares of Common Stock issued by or on behalf of the Company (each, a "Company Warrant") that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, upon exercise of such Company Warrant, the same Merger Consideration as the holder would have been entitled to receive following the Effective Time if such holder had been, immediately prior to the Effective Time, the holder of the number of shares of Company common stock then issuable upon exercise in full of such Company Warrant without regard to any limitations on exercise contained therein.
These Company Warrants do not have an expiration date and are not exercisable to the extent that, following exercise, the holder of such Company Warrant and its affiliates would beneficially own more than 19.99% of the Common Stock.
The reporting persons may be deemed members of a group that beneficially owned more than 10% of the outstanding shares of Company Common Stock prior to the Effective Time.
/s/ Aaron I. Davis, Chief Executive Officer, Boxer Capital, LLC
2024-01-24
/s/ Aaron I. Davis, Chief Executive Officer, MVA Investors, LLC
2024-01-24
/s/ Paul Higgs, Director, Boxer Asset Management Inc.
2024-01-24
/s/ Joseph C. Lewis
2024-01-24
/s/ Aaron I. Davis
2024-01-24
/s/ Jason Callender, Director, Braslyn Ltd.
2024-01-24
/s/ Greg Miller, Manager, Lockend Five LLC
2024-01-24
/s/ Christopher Fuglesang
2024-01-24
/s/ Shehan B. Dissanayake
2024-01-24