UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1) *

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

TURNING POINT THERAPETUICS, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

90041T 10 8

(CUSIP Number)

Victoria A. Whyte

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 21, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Item 1.  Security and Issuer.

This statement on Schedule 13D amends and supplements the statement on Schedule 13D originally filed on April 26, 2019, (the “Schedule 13D”, and as amended by this Amendment No. 1, the “Statement”) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Turning Point Therapeutics, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 10628 Science Center Drive, Suite 200, San Diego, CA 92121. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 2. Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

Item 3. Source or Amount of Funds or Other Consideration.

The response set forth in Item 3 of the Schedule 13D is hereby amended by adding the following:

S.R. One acquired 83,333 shares of Common Stock on May 21, 2020 in the Issuer’s public offering at a price $60.00 per share. The total consideration paid by S.R. One for such shares was $4,999,980, and the consideration was obtained from the working capital of S.R. One.

Item 4. Purpose of Transaction

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding the following:

May 2020 Lock-Up Agreement

In connection with the Issuer’s public offering on May 21, 2020 (the “May 2020 Public Offering”), SR One agreed with the underwriters of the May 2020 Public Offering to a lockup-up agreement (“May 2020 Lock-Up Agreement”), a copy of which is attached as Exhibit 3 hereto. Pursuant to the May 2020 Lock-Up Agreement, SR One agreed that they shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the Company or derivative instruments, whether any such transaction or arrangement would be settled by delivery of Common Stock or other securities, in cash or otherwise or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above, without the prior written consent of Representatives, for a period of 90 days after the date of the underwriting agreement executed in connection with the May 2020 Public Offering.

Waiver of Registration Rights Agreement:

On May 15, 2020, in connection with the May 2020 Public Offering, the Issuer and SR One entered into a Waiver of Registration Rights and Notice agreement (the “Waiver”), a copy of which is attached as Exhibit 4 hereto. Pursuant to the Waiver, any rights under the Fourth Amended and Restated Investor Rights Agreement (the “IRA”) of persons that hold outstanding Registrable Securities (as defined in the IRA), to receive notices regarding or to include Registrable Securities in any offering pursuant to the registration statement filed by the Issuer in connection with the May 2020 Public Offering were waived.

The response set forth in Items 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

a)      GlaxoSmithKline plc beneficially owns 2,268,660 shares of Common Shares, which represents 5.5% of the of the 41,338,915 shares of Common Stock outstanding as of May 21, 2020, as reported in the Final Prospectus;

b)      GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 2,268,660 shares of Common Stock described in Item 5a above.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information included in Item 4 is incorporated herein by reference.

Item 7

The response set forth in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 26, 2020

SCHEDULE 1

 GLAXOSMITHKLINE PLC SC 13D/A

 Exhibit 3

Turning Point Therapeutics, Inc.

Lock-Up Agreement

May ________, 2020

Goldman Sachs & Co. LLC

SVB Leerink LLC

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o SVB Leerink LLC

255 California Street, 12th Floor

San Francisco, CA 94111

Re: Turning Point Therapeutics, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Turning Point Therapeutics, Inc., a Delaware corporation (the “Company” or “issuer”), providing for a public offering (the “offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) filed or to be filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 90 days after the date set forth on the final prospectus used to sell the Shares (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the Company or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period, other than with respect to any permitted transfer as set forth below.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than a natural person, entity or “group” (as described above) that has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

Notwithstanding the foregoing, the undersigned may transfer or otherwise dispose of the undersigned’s shares of Common Stock (the “Undersigned’s Shares”):

Notwithstanding anything to the contrary, in the case of clauses (i), (ii), (iii), (v), (vii) and (ix) above, no filing under the Exchange Act or any other public filing or disclosure of such transfer by or on behalf of the undersigned reporting a reduction in beneficial ownership shall be required or voluntarily made during the Lock-up Period (other than a filing under Section 13 of the Exchange Act that is required to be filed during the Lock-Up Period).

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

In addition, notwithstanding the foregoing, if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, the undersigned may transfer or otherwise dispose of the Undersigned’s Shares (x) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933) of the undersigned, or to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned, or (y) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members, beneficiaries or other equity holders; provided, however, that in the case of any transfer or disposition contemplated by clauses (x) or (y) above, it shall be a condition to the transfer or disposition that the transferee execute an agreement stating that the transferee is receiving and holding such securities subject to the restrictions on transfer set forth herein and there shall be no further transfer of such securities except in accordance with this Lock-Up Agreement; provided further that any such transfer or disposition shall not involve a disposition for value; provided further that no filing under the Exchange Act or any other public filing or disclosure of such transfer by or on behalf of the undersigned reporting a reduction in beneficial ownership shall be required or voluntarily made during the Lock-up Period.

The undersigned now has, and, except as contemplated above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions. The undersigned hereby waives any and all notice requirements and rights with respect to the registration of securities pursuant to any agreement, understanding or anything otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement or investors’ rights agreement to which the undersigned and the Company may be party; provided, however, that such waiver shall apply only to the offering, and any other action taken by the Company in connection with the offering.

Further, this Lock-Up Agreement shall not restrict any sale, disposal or transfer of the Undersigned’s Shares to a bona fide third party pursuant to a tender offer for securities of the Company or any merger, consolidation or other business combination involving a Change of Control (as defined below) of the Company, that, in each case, has been approved by the board of directors of the Company; provided that all of the Undersigned’s Shares subject to this Lock-Up Agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Lock-Up Agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any of the Undersigned’s Shares subject to this Lock-Up Agreement shall remain subject to the restrictions on transfer set forth herein. For the purposes of this paragraph, “Change of Control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 75% of the total voting power of the voting share capital of the Company.

Notwithstanding anything herein to the contrary, nothing herein shall prevent the undersigned from establishing a 10b5-1 Trading Plan or from amending an existing 10b5-1 Trading Plan during the Lock-Up Period so long as there are no sales of shares of Common Stock of the Company under any such newly established or amended 10b5-1 Trading Plan during the Lock-Up Period; and provided that, the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan during the Lock-Up Period shall only be permitted if (i) the establishment or amendment of such plan is not required to be reported in any public report or filing with the SEC, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment or amendment of such 10b5-1 Trading Plan.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

This Lock-Up Agreement (and for the avoidance of doubt, the Lock-Up Period described herein) and related restrictions shall automatically terminate upon the earliest to occur, if any, of (i) the Company advising the Representatives in writing prior to the execution of the Underwriting Agreement that it has determined not to proceed with the offering, (ii) the termination of the Underwriting Agreement before the sale of any Shares to the Underwriters or (iii) June 30, 2020, in the event the Underwriting Agreement shall not have been fully executed on or before such date.

 GLAXOSMITHKLINE PLC SC 13D/A

Exhibit 4 

WAIVER OF REGISTRATION RIGHTS AND NOTICE

This Waiver of Registration Rights and Notice (this “Waiver”), dated as of May 15, 2020, is entered into by and among Turning Point Therapeutics, Inc. (the “Company”) and the undersigned stockholders of the Company.

Recitals

The undersigned securityholders of the Company, are party to that certain Fourth Amended and Restated Investor Rights Agreement, dated as of October 18, 2018, by and among the Company and the other parties named therein (as the same may be amended and/or restated from time to time, the “Rights Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Rights Agreement.

Pursuant to Section 2.3 of the Rights Agreement, the undersigned, as holders of outstanding Registrable Securities (each, a “Holder”), has, under certain circumstances, the right to be notified by the Company in writing at least 15 days prior to the Company’s filing of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for purposes of a public offering of securities of the Company, and the Company must afford each Holder an opportunity to include in such registration statement all or any of the Holder’s Registrable Securities (the “Registration Rights”).

The undersigned understands that the Company intends to file an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “Registration Statement”) providing for the potential issuance and sale by the Company from time to time of an indeterminate amount of the Company's securities.

The Company is requesting that the undersigned waive the Registration Rights, for themselves and on behalf of all Holders (as defined in the Rights Agreement), with respect to the Registration Statement, as well as any related rights to notice under the Rights Agreement or otherwise (the “Notice Rights”).

Waiver

The undersigned hereby waives, for and on behalf of all Holders, the Registration Rights in connection with any offering to be made pursuant to the Registration Statement, as well as any Notice Rights with respect to the foregoing.

The undersigned understands and acknowledges that this Waiver shall apply only to any offering to be made pursuant to the Registration Statement and will otherwise not affect the undersigned’s Registration Rights, Notice Rights or any other rights under the Rights Agreement. Except as expressly waived, all other terms and conditions of the Rights Agreement shall remain in full force and effect.

The undersigned understands and acknowledges that the Company will proceed with filing the Registration Statement in reliance on this Waiver and in connection therewith, the undersigned hereby represents and warrants to the Company that (i) the undersigned has the full right, power and authority to execute and deliver this Waiver, (ii) this Waiver has been duly executed and delivered by the undersigned and constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms, except (A) as such enforcement is limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and (B) for limitations imposed by general principles of equity.

This Waiver may be executed and delivered in multiple counterparts (including facsimile, PDF or other electronic counterparts), each of which shall be an original, but all of which together shall constitute one instrument.

The information contained in this Waiver is private and confidential and the undersigned (i) acknowledges its legal obligation not to purchase or sell the Company’s securities based on material non-public information and (ii) agrees to maintain the information contained in this Waiver in confidence.

[Remainder of page intentionally left blank]

In Witness Whereof, the parties hereto have executed this WAIVER OF REGISTRATION RIGHTS AND NOTICE as of the date set forth in the first paragraph hereof.

Signature Page to Waiver of Registration Rights and Notice

In Witness Whereof, the parties hereto have executed this WAIVER OF REGISTRATION RIGHTS AND NOTICE as of the date set forth in the first paragraph hereof.

Signature Page to Waiver of Registration Rights and Notice

In Witness Whereof, the parties hereto have executed this WAIVER OF REGISTRATION RIGHTS AND NOTICE as of the date set forth in the first paragraph hereof.

Signature Page to Waiver of Registration Rights and Notice