0000947871-17-000953.txt : 20171120 0000947871-17-000953.hdr.sgml : 20171120 20171120193159 ACCESSION NUMBER: 0000947871-17-000953 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171116 FILED AS OF DATE: 20171120 DATE AS OF CHANGE: 20171120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISALY SAMUEL D CENTRAL INDEX KEY: 0001055949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36562 FILM NUMBER: 171215147 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36562 FILM NUMBER: 171215149 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP V LLC CENTRAL INDEX KEY: 0001615374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36562 FILM NUMBER: 171215148 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Loxo Oncology, Inc. CENTRAL INDEX KEY: 0001581720 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 462996673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 281 TRESSER BOULEVARD, 9TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-653-3880 MAIL ADDRESS: STREET 1: 281 TRESSER BOULEVARD, 9TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 4 1 ss68467_4.xml OWNERSHIP DOCUMENT X0306 4 2017-11-16 0 0001581720 Loxo Oncology, Inc. LOXO 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001615374 OrbiMed Capital GP V LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001055949 ISALY SAMUEL D 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2017-11-16 4 S 0 46680 72.46 D 1681320 I See Footnotes Common Stock 2017-11-16 4 S 0 43300 73.48 D 1638020 I See Footnotes Common Stock 2017-11-16 4 S 0 100045 74.49 D 1537975 I See Footnotes Common Stock 2017-11-16 4 S 0 71598 75.37 D 1466377 I See Footnotes Common Stock 2017-11-16 4 S 0 8377 76.23 D 1458000 I See Footnotes The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were purchased in multiple transactions at prices ranging from $72.00 to $72.99 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission (the "SEC") full information regarding the Shares purchased at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $73.00 to $73.97 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $74.00 to $74.99 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $75.00 to $75.95 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $76.00 to $76.69 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC full information regarding the Shares sold at each separate price within the range set forth in this footnote. These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP V. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons, GP V, Advisors and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. The Reporting Persons have designated a representative, currently, David P. Bonita, an employee of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person, including the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. /s/ Samuel D. Isaly 2017-11-20