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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Loxo Oncology, Inc. [ LOXO ]
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)
08/06/2014
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 08/06/2014 C 1,562,499 A (1) 1,562,499 I See Footnotes(3)(4)
Common Stock 08/06/2014 C 337,973 A (2) 1,900,472 I See Footnotes(3)(4)
Common Stock 08/06/2014 P 275,385 A $13 2,175,857 I See Footnotes(3)(4)
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
Series A Convertible Preferred Stock (1) 08/06/2014 C 1,562,499 (1) (1) Common Stock 1,562,499 $0 0 I See Footnotes(3)(4)
Series B Convertible Preferred Stock (2) 08/06/2014 C 337,973 (2) (2) Common Stock 337,973 $0 0 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OrbiMed Capital GP V LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ISALY SAMUEL D

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of Common Stock acquired upon the automatic conversion of Series A Convertible Preferred Stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series A Convertible Preferred Stock had no expiration date and were automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, at the consummation of the Issuer's initial public offering.
2. Represents shares of Common Stock acquired upon the automatic conversion of Series B Convertible Preferred Stock upon the closing of the Issuer's initial public offering of Common Stock. The shares of Series B Convertible Preferred Stock had no expiration date and were automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, at the consummation of the Issuer's initial public offering.
3. 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 Advisers 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 have beneficial ownership over such securities.
4. This report on Form 4 is jointly filed by GP V, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (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 of 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 08/06/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.