SEC Form 4 · accession 0000899243-19-001254

Mirati Therapeutics, Inc. · MRTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Neil Reisman

10% Owner

Period of report

Jan 11, 2019

Accepted (ET)

Jan 15, 2019 · 9:15 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 Stock	Jan 11, 2019	M	10,000	$27.00	A	23,131	D
Common Stock	Jan 11, 2019	M	15,972	$4.05	A	39,103	D
Common Stock^F1	Jan 11, 2019	F	5,656	$59.50	D	33,447	D
Common Stock	Jan 11, 2019	F	50	$60.20	D	33,397	D
Common Stock^F2	holding	—	—		—	1,565,560	I	See footnote
Common Stock^F3	holding	—	—		—	513,630	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F4,F6	$27.00	Jan 11, 2019	M	10,000	D	—	Mar 6, 2019	Common Stock	10,000	0	D
Employee Stock Option (right to buy)^F5,F6	$4.05	Jan 11, 2019	M	15,972	D	—	Mar 6, 2019	Common Stock	15,972	0	D

Explanation of responses

F1Reflects 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 $59.10 to $60.00.
F2These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). The reporting person may 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., (ii) Boxer Capital, (iii) Boxer Asset Management Inc., (iv) MVA Investors, LLC ("MVA Investors"), (v) Tuesday Thirteen Inc., (vi) Joseph C. Lewis, (vii) Rodney W. Lappe, (viii) Ivan M. Lieberburg, (ix) Aaron I. Davis, (x) the reporting person, (xi) Shehan B. Dissanayake, and (xii) Christopher Fuglesang. The reporting person is a member of Boxer Capital. The reporting person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.
F3These securities are owned directly and solely by MVA Investors, which has sole voting and dispositive power with respect to these securities. The reporting person is a member of MVA Investors. The reporting person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.
F4On January 18, 2018, the reporting person was granted an option to purchase 10,000 shares of common stock. 1/12th of the shares underlying the option vest each month until the shares subject to the option are fully vested on the one-year anniversary of the date of grant. On December 6, 2018, in connection with the resignation of the reporting person from the board of directors (the "Board"), vesting under the option was fully accelerated.
F5On June 22, 2017, the reporting person was granted an option to purchase 25,000 shares of common stock. 1/36th of the shares underlying the option vest each month until the shares subject to the option are fully vested on the three-year anniversary of the date of grant. On December 6, 2018, in connection with the resignation of the reporting person from the Board, vesting under the option was accelerated through May 31, 2019.
F6The reporting person had 90 days from the date of his resignation from the Board to exercise his vested options.