X0306 4 2019-02-15 1 0001581720 Loxo Oncology, Inc. LOXO 0001579310 Flaherty Keith T. C/O LOXO ONCOLOGY, INC. ONE LANDMARK SQUARE, SUITE 1122 STAMFORD CT 06901 1 0 0 0 Common Stock 2019-02-15 4 D 0 9732 235.00 D 0 D Employee Stock Option (Right to Buy) 1.184 2019-02-15 4 D 0 32345 235.00 D 2023-12-16 Common Stock 32345 0 D Employee Stock Option (Right to Buy) 1.184 2019-02-15 4 D 0 68620 235.00 D 2023-12-16 Common Stock 68620 0 D Employee Stock Option (Right to Buy) 3.648 2019-02-15 4 D 0 31459 235.00 D 2024-06-18 Common Stock 31459 0 D Employee Stock Option (Right to Buy) 13.00 2019-02-15 4 D 0 15625 235.00 D 2024-07-30 Common Stock 15625 0 D Employee Stock Option (Right to Buy) 13.67 2019-02-15 4 D 0 12500 235.00 D 2024-12-18 Common Stock 12500 0 D Employee Stock Option (Right to Buy) 20.91 2019-02-15 4 D 0 7812 235.00 D 2025-07-27 Common Stock 7812 0 D Employee Stock Option (Right to Buy) 24.18 2019-02-15 4 D 0 7812 235.00 D 2026-06-09 Common Stock 7812 0 D Employee Stock Option (Right to Buy) 78.58 2019-02-15 4 D 0 11000 235.00 D 2027-06-21 Common Stock 11000 0 D Employee Stock Option (Right to Buy) 84.88 2019-02-15 4 D 0 2500 235.00 D 2028-01-03 Common Stock 2500 0 D Employee Stock Option (Right to Buy) 180.98 2019-02-15 4 D 0 8750 235.00 D 2028-06-12 Common Stock 8750 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated January 5, 2019, between Eli Lilly and Company, an Indiana corporation ("Lilly"), Bowfin Acquisition Corporation, Inc., a Delaware corporation and a wholly owned subsidiary of Lilly ("Merger Sub"), and Loxo Oncology, Inc., a Delaware corporation ("Loxo Oncology"), Merger Sub will merge with and into Loxo Oncology, with Loxo Oncology surviving as a wholly owned subsidiary of Lilly (the "Merger"). Pursuant to the Merger Agreement each issued and outstanding shares (the "Shares") of Loxo common stock, par value $0.0001 per share, was purchased at a price of $235.00 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to withholding taxes. Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each Loxo Oncology stock option that is then-outstanding and unvested shall become immediately vested and exercisable in full. At the Effective Time, each Loxo Oncology stock option that is outstanding under the Loxo Oncology Equity Incentive Plans (including any unvested Loxo stock options for which the vesting was accelerated immediately prior to the Effective Time as described above) will be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the number of Shares issuable under such option multiplied by (y) the excess, if any, of (A) the Offer Price over (B) the per share exercise price of such option. Any outstanding option with an exercise price equal to or greater than the Offer Price will be cancelled for no consideration at the Effective Time. /s/Jennifer Burstein, by power of attorney 2019-02-15