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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GOLDSTEIN DOV A MD

(Last)

(First)

(Middle)

C/O LOXO ONCOLOGY, INC.

ONE LANDMARK SQUARE, SUITE 1122

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Loxo Oncology, Inc. [ LOXO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015

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	04/01/2015		M		7,617	A	$3.648	30,273	D
Common Stock	04/01/2015		M		31,595	A	$7.136	61,868	D
Common Stock	04/02/2015		M		846	A	$3.648	62,714	D
Common Stock	04/02/2015		M		3,159	A	$7.136	65,873	D
Common Stock								3,452,493	I	Held by Aisling Capital III, LP⁽¹⁾

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)
Employee Stock Option (right to buy)	$3.648	04/01/2015		M			7,617	⁽²⁾	06/18/2024	Common Stock	7,617	$0	22,851	D
Employee Stock Option (right to buy)	$7.136	04/01/2015		M			31,595	⁽³⁾	07/08/2024	Common Stock	31,595	$0	44,233	D
Employee Stock Option (right to buy)	$3.648	04/02/2015		M			846	⁽²⁾	06/18/2024	Common Stock	846	$0	22,005	D
Employee Stock Option (right to buy)	$7.136	04/02/2015		M			3,159	⁽³⁾	07/08/2024	Common Stock	3,159	$0	41,074	D

Explanation of Responses:

1. The securities are directly held by Aisling Capital III, LP ("Aisling"), and indirectly held by Aisling Capital Partners III, LP ("Aisling GP"), as general partner of Aisling, and Aisling Capital Partners III LLC ("Aisling Partners"), as general partner of Aisling GP. Dr. Goldstein is an Operating Partner of Aisling GP. Aisling GP has established an investment committee that has voting and dispositive power over the shares held by Aisling, of which Dr. Goldstein is a member. Dr. Goldstein disclaims beneficial ownership of these shares held directly by Aisling and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or any other purposes, except to the extent of his pecuniary interest therein.

2. The stock option vests as to 2.78% of the shares in equal monthly installments beginning on July 19, 2015.

3. The stock option vests and becomes exercisable as to 25% of the shares subject to the option on the one-year anniversary of the vesting commencement date, and thereafter vests as to 1/48th of the shares in equal monthly installments.

Remarks:

	/s/ Dov Goldstein	04/03/2015
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.