0001567619-19-004575.txt : 20190215
0001567619-19-004575.hdr.sgml : 20190215
20190215091734
ACCESSION NUMBER: 0001567619-19-004575
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: Nanda Nisha
CENTRAL INDEX KEY: 0001762683
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36562
FILM NUMBER: 19610005
MAIL ADDRESS:
STREET 1: 281 TRESSER BOULEVARD
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
0001762683
Nanda Nisha
C/O LOXO ONCOLOGY, INC.
281 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD
CT
06901
0
1
0
0
Chief Development Officer
Common Stock
2019-02-15
4
D
0
18896
235.00
D
0
D
Employee Stock Option (Right to Buy)
1.184
2019-02-15
4
D
0
16983
235.00
D
2024-03-03
Common Stock
16983
0
D
Employee Stock Option (Right to Buy)
1.184
2019-02-15
4
D
0
14828
235.00
D
2024-03-03
Common Stock
14828
0
D
Employee Stock Option (Right to Buy)
3.648
2019-02-15
4
D
0
4557
235.00
D
2024-06-18
Common Stock
4557
0
D
Employee Stock Option (Right to Buy)
13.67
2019-02-15
4
D
0
10861
235.00
D
2024-12-18
Common Stock
10861
0
D
Employee Stock Option (Right to Buy)
31.69
2019-02-15
4
D
0
9228
235.00
D
2025-12-15
Common Stock
9228
0
D
Employee Stock Option (Right to Buy)
27.00
2019-02-15
4
D
0
14870
235.00
D
2026-09-14
Common Stock
14870
0
D
Employee Stock Option (Right to Buy)
26.27
2019-02-15
4
D
0
18375
235.00
D
2026-12-05
Common Stock
18375
0
D
Employee Stock Option (Right to Buy)
43.56
2019-02-15
4
D
0
12000
235.00
D
2027-03-14
Common Stock
12000
0
D
Employee Stock Option (Right to Buy)
84.88
2019-02-15
4
D
0
75000
235.00
D
2028-01-03
Common Stock
75000
0
D
Employee Stock Option (Right to Buy)
139.77
2019-02-15
4
D
0
37000
235.00
D
2029-01-01
Common Stock
37000
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