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*
Boxer Capital, LLC

(Last) (First) (Middle)
440 STEVENS AVE, SUITE 100

(Street)
SOLANA BEACH CA 92075

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mirati Therapeutics, Inc. [ MRTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/16/2015 P 22,500 A $45 2,023,232 D(1)
Common Stock 09/16/2015 P 22,500 A $45 522,500 D(2)
Common Stock 429,340 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to purchase) $6.74 09/17/2015 S 1 (4) 04/04/2016 Common Stock 272,882 $10,167,583.32 0 D(1)
Warrant (right to purchase) $6.74 09/17/2015 S 1 (4) 04/04/2016 Common Stock 40,874 $1,522,965.24 0 D(3)
1. Name and Address of Reporting Person*
Boxer Capital, LLC

(Last) (First) (Middle)
440 STEVENS AVE, SUITE 100

(Street)
SOLANA BEACH CA 92075

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Boxer Asset Management Inc.

(Last) (First) (Middle)
C/O CAY HOUSE P.O. BOX N-7776
E.P. TAYLOR DRIVE LYFORD CAY

(Street)
NEW PROVIDENCE C5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LEWIS JOSEPH

(Last) (First) (Middle)
C/O CAY HOUSE P.O. BOX N-7776 E.P.
TAYLOR DRIVE LYFORD CAY

(Street)
NEW PROVIDENCE C5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Berkley Capital Management Ltd.

(Last) (First) (Middle)
C/O CAY HOUSE P.O. BOX N-7776 E.P.
TAYLOR DRIVE LYFORD CAY

(Street)
NEW PROVIDENCE C5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MVA Investors, LLC

(Last) (First) (Middle)
440 STEVENS AVE, SUITE 100

(Street)
SOLANA BEACH CA 92075

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) MVA Investors, LLC ("MVA Investors"), (iv) Berkley Capital Management Ltd. ("Berkley Capital"), and (v) Joe Lewis (collectively, the "Boxer Group"), and indirectly by Boxer Management and Joe Lewis, by virtue of their ownership in Boxer Capital.
2. These securities are owned directly by Berkley Capital, and indirectly by Joe Lewis. Joe Lewis is the sole indirect owner of and controls Berkley Capital.
3. These securities are owned directly and solely by MVA Investors, which has sole voting and dispositive power with respect to these securities. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
4. The warrants are not exercisable to the extent that, following exercise of such warrants, the warrant holder would hold more than 19.9% of the issuer's common stock.
Remarks:
Boxer Capital, LLC, By: /s/ Aaron Davis 09/18/2015
Boxer Asset Management, Inc., By: /s/ Jefferson Voss 09/18/2015
MVA Investors, LLC, By: /s/ Aaron Davis 09/18/2015
Joe Lewis, By: /s/ Joe Lewis 09/18/2015
Berkley Capital Management Ltd., By: /s/ Jefferson Voss 09/18/2015
** 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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