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*
AISLING CAPITAL III LP

(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FL

(Street)
NEW YORK NY 10106

(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 2,850,709 A $0(1) 3,039,416 D(2)
Common Stock 08/06/2014 P 413,077 A $13 3,452,493 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $0(1) 08/06/2014 C 2,343,749 (1) (3) Common Stock 2,343,749 $0(1) 0 D(2)
Series B Convertible Preferred Stock $0(1) 08/06/2014 C 506,960 (1) (3) Common Stock 506,960 $0(1) 0 D(2)
1. Name and Address of Reporting Person*
AISLING CAPITAL III LP

(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aisling Capital Partners III LP

(Last) (First) (Middle)
AISLING CAPITAL LLC
888 SEVENTH AVENUE 30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aisling Capital Partners III LLC

(Last) (First) (Middle)
AISLING CAPITAL LLC
888 SEVENTH AVENUE 30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ELMS STEVE

(Last) (First) (Middle)
888 SEVENTH AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDSTEIN DOV A MD

(Last) (First) (Middle)
C/O LOXO ONCOLOGY, INC.
ONE LANDMARK SQUARE, SUITE 1122

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHIFF ANDREW N

(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Purcell Dennis J

(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FL

(Street)
NEW YORK NY 10106

(City) (State) (Zip)
Explanation of Responses:
1. In connection with the consummation of the Issuer's initial public offering on August 6, 2014, each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration. All shares of Common Stock issued upon conversion were aggregated.
2. The securities are directly held by Aisling Capital III, LP ("Aisling"), and indirectly held by Aisling Capital Partners III, LP ("Aisling GP"), as general partner of Aisling, Aisling Capital Partners III LLC ("Aisling Partners"), as general partner of Aisling GP, and each of the individual managing members and partners (collectively, the "Managers") of Aisling GP and Aisling Partners. The Managers of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Mr. Elms is a member of the Issuer's Board of Directors. Dr. Joshua Bilenker, the Issuer's President and Chief Executive Officer, and Dr. Dov Goldstein, the Issuer's Chief Financial Officer and Treasurer, are each a member of the Issuer's Board of Directors and an Operating Partner of Aisling GP. Mr. Elms and Dr. Goldstein are members of the investment committee (the "Investment Committee") of Aisling GP. The Investment Committee has voting and dispositive power over the shares held by Aisling.
3. None.
Remarks:
See signatures on exhibit 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).
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