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