SEC Form 4 · accession 0000899243-19-000909
Mirati Therapeutics, Inc. · MRTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Boxer Capital, LLC
10% Owner
Period of report
Jan 8, 2019
Accepted (ET)
Jan 9, 2019 · 9:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001576263
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F1,F2 | Jan 8, 2019 | S | 150,000 | $50.70 | D | 1,415,560 | D | |
| Common StockF4,F1,F2 | Jan 8, 2019 | S | 123,800 | $51.56 | D | 1,291,760 | D | |
| Common StockF5,F1,F2 | Jan 8, 2019 | S | 233,303 | $52.88 | D | 1,058,457 | D | |
| Common StockF6,F1,F2 | Jan 8, 2019 | S | 42,897 | $54.36 | D | 1,015,560 | D | |
| Common StockF1,F2 | Jan 8, 2019 | F | 12 | $48.28 | D | 1,015,548 | D | |
| Common StockF1,F2 | Jan 8, 2019 | M | 550,012 | $0.001 | A | 1,565,560 | D | |
| Common StockF7,F1,F2 | Jan 9, 2019 | S | 20,000 | $50.21 | D | 1,545,560 | D | |
| Common StockF8,F1,F2 | Jan 9, 2019 | S | 80,000 | $51.43 | D | 1,465,560 | D | |
| Common StockF9,F1,F2 | Jan 9, 2019 | S | 50,000 | $52.27 | D | 1,415,560 | D | |
| Common StockF1,F2 | Jan 9, 2019 | F | 3 | $50.89 | D | 1,415,557 | D | |
| Common StockF1,F2 | Jan 9, 2019 | M | 150,003 | $0.001 | A | 1,565,560 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to purchase)F1,F2,F10 | $0.001 | Jan 8, 2019 | M | 550,012 | D | Jan 6, 2017 | — | Common Stock | 550,012 | 1,791,774 | D |
| Warrant (right to purchase)F1,F2,F10 | $0.001 | Jan 9, 2019 | M | 150,003 | D | Jan 6, 2017 | — | Common Stock | 150,003 | 1,641,771 | D |
Explanation of responses
- F1These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Braslyn Ltd. ("Braslyn"), (ii) Boxer Capital, (iii) Boxer Asset Management Inc. ("Boxer Management"), (iv) MVA Investors, LLC ("MVA Investors"), (v) Tuesday Thirteen Inc., (vi) Joe Lewis, (vii) Rodney W. Lappe, (viii) Ivan M. Lieberburg, (ix) Aaron I. Davis, (x) Neil Reisman, (xi) Shehan B. Dissanayake, and (xii) Christopher Fuglesang (collectively, the "Boxer Group), and indirectly by Boxer Management and Messrs. Lewis, Fuglesang, Reisman, Lieberburg, Dissanayake and Davis, by virtue of their ownership in Boxer Capital. Each of Messrs. Fuglesang, Reisman, Lieberburg, Dissanayake and Davis is a member of Boxer Capital.
- F10The warrants do not have an expiration date and are not exercisable to the extent that, following exercise of such warrants, the warrant holder and its affiliates would beneficially own more than 19.99% of the issuer's common stock.
- F2(Continued from Footnote 1) Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
- F3Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $50.14 to $51.01.
- F4Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $51.46 to $52.01.
- F5Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $52.68 to $53.08.
- F6Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $54.00 to $54.54.
- F7Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $49.89 to $50.74.
- F8Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $50.98 to $51.74.
- F9Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $52.25 to $52.35.