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*
Boxer Capital, LLC

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Mirati Therapeutics, Inc. [ MRTX ]
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)
01/06/2017
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 01/06/2017 P 280,059 A $5.6 1,037,994 D(1)(2)
Common Stock 01/06/2017 P 6,104 A $5.6 435,444 D(3)
Common Stock 30,518 D(4)
Common Stock 13,131 D(5)
Common Stock 37,241 D(6)
Common Stock 77,038 D(7)
Common Stock 87,052 D(8)
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
Warrant (right to purchase) $0.001 01/06/2017 P 2,341,786 01/06/2017 (9) Common Stock 2,341,786 $5.599 2,341,786 D(1)(2)
Warrant (right to purchase) $0.001 01/06/2017 P 51,047 01/06/2017 (9) Common Stock 51,047 $5.599 51,047 D(3)
1. Name and Address of Reporting Person*
Boxer Capital, LLC

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEWIS JOSEPH

(Last) (First) (Middle)
C/O CAY HOUSE P.O. BOX N-7776
E.P. TAYLOR DRIVE LYFORD CAY

(Street)
NEW PROVIDENCE C5

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boxer Asset Management Inc.

(Last) (First) (Middle)
C/O CAY HOUSE P.O. BOX N-7776
E.P. TAYLOR DRIVE LYFORD CAY

(Street)
NEW PROVIDENCE C5

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MVA Investors, LLC

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAPPE RODNEY W

(Last) (First) (Middle)
4660 LA JOLLA VILLAGE DRIVE, SUITE 500

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LIEBERBURG IVAN M

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Davis Aaron I.

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Reisman Neil

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dissanayake Shehan Bharatha

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fuglesang Christopher

(Last) (First) (Middle)
11682 EL CAMINO REAL, SUITE 320

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Braslyn Ltd. ("Braslyn"), (ii) Boxer Capital, (iii) Boxer Asset Management Inc. ("Boxer Management"), (v) MVA Investors, LLC ("MVA Investors"), (vi) Joe Lewis, (vii) Rodney W. Lappe, (viii) Ivan M. Lieberburg, (ix) Aaron I. Davis, (x) Neil Reisman, (xi) Shehan B. Dissanayake, and (xii) Christopher Fuglesang (collectively, the "Boxer Group), and indirectly by Boxer Management and Messrs.
2. (Continued from Footnote 1) Lewis, Fuglesang, Reisman, Lieberburg, Dissanayake and Davis, by virtue of their ownership in Boxer Capital. Each of Messrs. Fuglesang, Reisman, Lieberburg, Dissanayake and Davis is a member of Boxer Capital. Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
3. These securities are owned directly and solely by MVA Investors, which has sole voting and dispositive power with respect to these securities. Each of Messrs. Fuglesang, Reisman, Lieberburg, Dissanayake and Davis is a member of MVA Investors. Each member of the Boxer Group other than MVA Investors disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
4. These securities are owned directly by Christopher Fuglesang, who may be deemed to be a member of the Boxer Group, and includes 11,436 shares received in connection with the pro rata distribution by Boxer Capital to its members on March 16, 2016 (the "Boxer Capital Pro Rata Distribution").
5. These securities are owned directly by Neil Reisman, who may be deemed to be a member of the Boxer Group, and includes 4,921 shares received in connection with the Boxer Capital Pro Rata Distribution.
6. These securities are owned directly by Ivan M. Lieberburg, who may be deemed to be a member of the Boxer Group, and includes 34,981 shares received in connection with the Boxer Capital Pro Rata Distribution.
7. These securities are owned directly by Shehan B. Dissanayake, who may be deemed to be a member of the Boxer Group, and includes 28,869 shares received in connection with the Boxer Capital Pro Rata Distribution.
8. These securities are owned directly by Aaron I. Davis, who may be deemed to be a member of the Boxer Group, and includes 32,622 shares received in connection with the Boxer Capital Pro Rata Distribution.
9. The warrants do not have an expiration date and are not exercisable to the extent that, following exercise of such warrants, the warrant holder and its affiliates would beneficially own more than 19.99% of the issuer's common stock.
Remarks:
Boxer Capital, LLC, By: /s/ Aaron Davis, Aaron Davis 01/10/2017
Boxer Asset Management Inc., By: /s/ Jefferson Voss, Jefferson Voss 01/10/2017
MVA Investors, LLC, By: /s/ Aaron Davis, Aaron Davis 01/10/2017
Joseph Lewis, /s/ Joseph Lewis, Joseph Lewis 01/10/2017
Rodney W. Lappe, By: /s/ Rodney W. Lappe, Rodney W. Lappe 01/10/2017
Ivan M. Lieberburg, By: /s/ Ivan M. Lieberburg, Ivan M. Lieberburg 01/10/2017
Aaron I. Davis, By: /s/ Aaron I. Davis, Aaron I. Davis 01/10/2017
Neil Reisman, By: /s/ Neil Reisman, Neil Reisman 01/10/2017
Shehan B. Dissanayake, By: /s/ Shehan B. Dissanayake, Shehan B. Dissanayake 01/10/2017
Christopher Fuglesang, By: /s/ Christopher Fuglesang, Christopher Fuglesang 01/10/2017
** 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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