SEC Form 4 · accession 0000899243-19-006352
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
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 9:30 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 StockF1,F2 | Mar 1, 2019 | S | 425,000 | $69.00 | D | 1,290,560 | D | |
| Common StockF1,F2 | Mar 1, 2019 | M | 425,006 | $0.001 | A | 1,715,566 | D | |
| Common StockF1,F2 | Mar 1, 2019 | F | 6 | $72.80 | D | 1,715,560 | 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,F4 | $0.001 | Mar 1, 2019 | M | 425,006 | D | Jan 6, 2017 | — | Common Stock | 425,006 | 1,216,765 | 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., (ii) Boxer Capital, (iii) Boxer Asset Management Inc. ("Boxer Management"), (iv) MVA Investors, LLC (v) Joe Lewis, (vi) Rodney W. Lappe, (vii) Ivan M. Lieberburg, (viii) Aaron I. Davis, (ix) Neil Reisman, (x) Shehan B. Dissanayake, and (xi) 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.
- 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.
- F3The reporting person's sale of the issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 150,000 shares, with the reporting person's purchase of 150,000 shares of the issuer's common stock at a price of $62 per share on January 17, 2019. The Boxer Group has paid an aggregate of $1,050,000 to the issuer, representing the full amount of the profit realized in connection with the short-swing transaction.
- F4The 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.