0001567619-19-004573.txt : 20190215 0001567619-19-004573.hdr.sgml : 20190215 20190215091455 ACCESSION NUMBER: 0001567619-19-004573 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190215 FILED AS OF DATE: 20190215 DATE AS OF CHANGE: 20190215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAYLEBEN TIMOTHY M CENTRAL INDEX KEY: 0001242613 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36562 FILM NUMBER: 19609996 MAIL ADDRESS: STREET 1: 3621 SOUTH STATE ST STREET 2: 695 KMS PL CITY: ANN ARBOR STATE: MI ZIP: 48108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Loxo Oncology, Inc. CENTRAL INDEX KEY: 0001581720 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 462996673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 281 TRESSER BOULEVARD, 9TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-653-3880 MAIL ADDRESS: STREET 1: 281 TRESSER BOULEVARD, 9TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 4 1 doc1.xml FORM 4 X0306 4 2019-02-15 1 0001581720 Loxo Oncology, Inc. LOXO 0001242613 MAYLEBEN TIMOTHY M C/O LOXO ONCOLOGY, INC. ONE LANDMARK SQUARE, SUITE 1122 STAMFORD CT 06901 1 0 0 0 Employee Stock Option (Right to Buy) 20.91 2019-02-15 4 D 0 5209 235.00 D 2025-07-27 Common Stock 5209 0 D Employee Stock Option (Right to Buy) 24.18 2019-02-15 4 D 0 5228 235.00 D 2026-06-09 Common Stock 5228 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) 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