SEC Form 4 · accession 0000947871-15-000088
Mirati Therapeutics, Inc. · MRTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Capital GP IV LLC
10% Owner
Period of report
Feb 3, 2015
Accepted (ET)
Feb 5, 2015 · 5:26 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, par value $0.001 per shareF1,F2,F3 | Feb 3, 2015 | P | 100,000 | $20.00 | A | 1,267,000 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of common stock of the Issuer ("Shares") purchased by OrbiMed Private Investments IV, LP ("OPI IV") in a secondary offering pursuant to a registration statement on Form S-3 (File No. 333-198678) that was completed on February 3, 2015.
- F2The Shares are held of record by OPI IV and may be deemed to be indirectly beneficially owned by OrbiMed Capital GP IV LLC ("GP IV"), OrbiMed Advisors LLC ("Advisors"), and Samuel D. Isaly ("Isaly"). GP IV is the sole general partner of OPI IV. Advisors, a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV. By virtue of such relationships, GP IV and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI IV noted above. Isaly, a natural person, is the managing member of and owner of a controlling interest in Advisors, and in such capacity may also be deemed to have voting and investment power over the securities held by OPI IV.
- F3This Form 4 is being jointly filed by Advisors, GP IV and Isaly. Each of GP IV, Advisors and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.