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