SEC FORM 4

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^*

ATWOOD BRIAN G

(Last)

(First)

(Middle)

C/O VERSANT VENTURES

3000 SAND HILL ROAD, BLDG 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Clovis Oncology, Inc. [ CLVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2011		P		661,323	A	$0	2,159,289	I	See Footnote⁽⁵⁾
Common Stock	11/16/2011		P		4,165	A	$0	13,600	I	See Footnote⁽⁶⁾
Common Stock Option	11/16/2011		J		45,171	A	$0	45,171	D⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/16/2011		C		295,404		⁽¹⁾	⁽¹⁾	Common Stock	295,404	$0	0	I	See Footnote⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/16/2011		C		1,861		⁽¹⁾	⁽¹⁾	Common Stock	1,861	$0	0	I	See Footnote⁽⁶⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	11/16/2011		C		295,404		⁽²⁾	⁽²⁾	Common Stock	295,404	$0	0	I	See Footnote⁽⁵⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	11/16/2011		C		1,861		⁽²⁾	⁽²⁾	Common Stock	1,861	$0	0	I	See Footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽³⁾	11/16/2011		C		639,403		⁽³⁾	⁽³⁾	Common Stock	639,403	$0	0	I	See Footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽³⁾	11/16/2011		C		4,027		⁽³⁾	⁽³⁾	Common Stock	4,027	$0	0	I	See Footnote⁽⁶⁾
Convertible Promissory Note	⁽⁴⁾	11/16/2011		C		267,755		⁽⁴⁾	⁽⁴⁾	Common Stock	267,755	$0	0	I	See Footnote⁽⁵⁾
Convertible Promissory Note	⁽⁴⁾	11/16/2011		C		1,686		⁽⁴⁾	⁽⁴⁾	Common Stock	1,686	$0	0	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. Each share of Series A-1 Convertible Preferred Stock automatically converted into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

2. Each share of Series A-2 Convertible Preferred Stock automatically converted into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

3. Each share of Series B Convertible Preferred Stock automatically converted into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

4. The outstanding principal amount and all accrued and unpaid interest automatically converted into Common Stock at a rate of $13.00 per share, which was the Company's initial public offering price.

5. The shares are held by Versant Venture Capital IV, L.P. ("Versant IV"). In their capacity as managing members of Versant Ventures IV, LLC which is the general partner of Versant IV, Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen share voting and investment authority over the shares held by the Versant IV and may be deemed to beneficially own the shares. Each of Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

6. The shares are held by Versant Side Fund IV, L.P. ("Versant Side"). In their capacity as managing members of Versant Ventures IV, LLC which is the general partner of Versant Side, Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen share voting and investment authority over the shares held by the Versant Side and may be deemed to beneficially own the shares. Each of Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, Robin L. Praeger and Kirk G. Nielsen disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

7. The shares are held by Brian G. Atwood (the "Reporting Person"). The Reporting Person is a Managing Director of Versant Ventures IV, LLC, which serves as the general partner of Versant Venture Capital IV, L.P. and Versant Side Fund IV, L.P. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.

	/s/ Robin L. Praeger, Attorney-in-Fact	11/17/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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