0001181431-11-057258.txt : 20111122
0001181431-11-057258.hdr.sgml : 20111122
20111122131928
ACCESSION NUMBER: 0001181431-11-057258
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111121
FILED AS OF DATE: 20111122
DATE AS OF CHANGE: 20111122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BARRETT M JAMES
CENTRAL INDEX KEY: 0001219855
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35347
FILM NUMBER: 111221287
MAIL ADDRESS:
STREET 1: 1119 ST PAUL STREET
CITY: BALTIMORE
STATE: MD
ZIP: 21202
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Clovis Oncology, Inc.
CENTRAL INDEX KEY: 0001466301
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 900475355
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2525 28TH STREET
STREET 2: SUITE 100
CITY: BOULDER
STATE: CO
ZIP: 80301
BUSINESS PHONE: (303) 625-5000
MAIL ADDRESS:
STREET 1: 2525 28TH STREET
STREET 2: SUITE 100
CITY: BOULDER
STATE: CO
ZIP: 80301
4
1
rrd326252.xml
X0304
4
2011-11-21
0
0001466301
Clovis Oncology, Inc.
CLVS
0001219855
BARRETT M JAMES
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
1
0
1
0
Common Stock
2011-11-21
4
C
0
1726248
A
1726248
I
See Note 2
Common Stock
2011-11-21
4
C
0
377124
A
2103372
I
See Note 2
Common Stock
2011-11-21
4
P
0
1316299
13
A
3419671
I
See Note 2
Series A-1 Preferred Stock
2011-11-21
4
C
0
1186897
D
Common Stock
409274
0
I
See Note 2
Series A-2 Preferred Stock
2011-11-21
4
C
0
1206897
D
Common Stock
416171
0
I
See Note 2
Series B Preferred Stock
2011-11-21
4
C
0
2612330
D
Common Stock
900803
0
I
See Note 2
5% Convertible Notes due 2012
2011-11-21
4
C
0
377124
D
Common Stock
377124
0
I
See Note 4
Stock Option (Right to Buy)
11.02
2012-08-24
2021-08-24
Common Stock
12414
12414
D
Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into the Issuer's Common Stock, on a 2.9 for 1 basis (inadvertently reported as a 1 for 1 basis on Form 3, filed November 15, 2011), immediately prior to the closing of the Issuer's initial public offering on November 21, 2011 and had no expiration date.
The Reporting Person is a director of NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13, L.P., ("NEA Partners 13"), the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest.
The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering at the Issuer's initial public offering price per share.
The Reporting Person is a director of NEA 13 LTD, the sole general partner of NEA Partners 13, the sole general partner of NEA 13, which is the holder of the Convertible Notes. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Convertible Notes in which the Reporting Person has no pecuniary interest.
The option was granted prior to the date on which the Reporting Person became subject to Section 16. The option is immediately exercisable as to both vested and unvested shares. The option was granted on August 24, 2011 and vests and becomes exercisable on the first anniversary of the date of grant, or if the Reporting Person is terminated as director of the Issuer without misconduct or within one year following the occurrence of a change in control of the Issuer. To the extent the Reporting Person exercises the option as to unvested shares, the Reporting Person will receive restricted shares that will vest in accordance with the vesting schedule for the option. This holding has already been reported on Reporting Person's Form 3 filed with the SEC on November 15, 2011.
The option expires on August 24, 2021, unless it expires sooner pursuant to the terms of the Issuer's 2009 Equity Incentive Plan.
/s/ Louis Citron, attorney-in-fact
2011-11-22