0001567619-19-004574.txt : 20190215
0001567619-19-004574.hdr.sgml : 20190215
20190215091625
ACCESSION NUMBER: 0001567619-19-004574
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: Naider Avi Z.
CENTRAL INDEX KEY: 0001612217
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36562
FILM NUMBER: 19610002
MAIL ADDRESS:
STREET 1: C/O LOXO ONCOLOGY, INC.
STREET 2: ONE LANDMARK SQUARE, SUITE 1122
CITY: STAMFORD
STATE: CT
ZIP: 06901
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
0001612217
Naider Avi Z.
C/O LOXO ONCOLOGY, INC.
ONE LANDMARK SQUARE, SUITE 1122
STAMFORD
CT
06901
1
0
0
0
Common Stock
2019-01-31
5
G
0
15000
0
D
111843
D
Common Stock
2019-02-15
4
D
0
111843
235.00
D
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)
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)
180.98
2019-02-15
4
D
0
8750
235.00
D
2028-06-12
Common Stock
8750
0
D
Represents the number of shares of Issuer's common stock that were donated as a charitable contribution. The reporting person does not exercise voting or dispositive powers, directly or indirectly, over the donated shares following this transfer.
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