SEC Form 4 · accession 0001144204-15-055329
Mirati Therapeutics, Inc. · MRTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
10% Owner
Felix Baker
10% Owner
BAKER BROS. ADVISORS LP
10% Owner
Baker Bros. Advisors (GP) LLC
10% Owner
Period of report
Sep 16, 2015
Accepted (ET)
Sep 16, 2015 · 6:25 pm EDT
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 StockF2,F3,F5 | Sep 16, 2015 | P | 10,780 | $45.00 | A | 170,714 | I | See Footnote |
| Common StockF2,F4,F5 | Sep 16, 2015 | P | 139,220 | $45.00 | A | 2,744,052 | I | See Footnote |
| Common StockF1,F5 | holding | — | — | — | 40,308 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F5,F6 | $6.74 | Sep 16, 2015 | J | 274 | D | Apr 4, 2011 | Apr 4, 2016 | Common Stock | 274 | 0 | I |
| Common Stock Warrants (right to buy)F7 | $6.74 | Sep 16, 2015 | J | 137 | A | Apr 4, 2011 | Apr 4, 2016 | Common Stock | 137 | 137 | D |
| Common Stock Warrants (right to buy)F8 | $6.74 | Sep 16, 2015 | J | 137 | A | Apr 4, 2011 | Apr 4, 2016 | Common Stock | 137 | 137 | D |
| Common Stock Warrants (right to buy)F5,F9 | $6.74 | holding | — | — | — | Apr 4, 2011 | Apr 4, 2016 | Common Stock | 310,003 | 310,003 | I |
| Common Stock Warrants (right to buy)F5,F10 | $6.74 | holding | — | — | — | Apr 4, 2011 | Apr 4, 2016 | Common Stock | 3,479 | 3,479 | I |
Explanation of responses
- F1As a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 40,308 shares of Common Stock of Mirati Therapeutics, Inc. (the "Issuer") directly held by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
- F10As a result of their ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 3,479 warrants to purchase Common Stock of the Issuer beneficially owned by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
- F2On September 16, 2015, 667, L.P.("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences") purchased 10,780 and 139,220 shares of the Common Stock of the Issuer, respectively, pursuant to an underwritten public offering.
- F3After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
- F4After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F5Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to 14159, Life Sciences, and Baker Bros. Investments II, L.P. (collectively, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F6Represents 137 warrants to purchase Common Stock of the Issuer distributed by Baker Bros. Investments II, L.P. to each of Julian C. Baker and Felix J. Baker as part of an in-kind pro rata distribution in accordance with the pecuniary interest of Felix J. Baker and Julian C. Baker in Baker Bros. Investments II, L.P. for no consideration.
- F7Reflects warrants to purchase Common Stock of the Issuer held by Felix J. Baker received in the in-kind pro rata distribution without consideration reported above. Such distribution did not result in a change in pecuniary interest.
- F8Reflects warrants to purchase Common Stock of the Issuer held by Julian C. Baker received in the in-kind pro rata distribution without consideration reported above. Such distribution did not result in a change in pecuniary interest.
- F9As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 310,003 warrants to purchase Common Stock of the Issuer beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.