SEC Form 4 · accession 0001567619-19-004566
Loxo Oncology, Inc. · LOXO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua H. Bilenker
Officer — President & CEO · Director
Period of report
Feb 15, 2019
Accepted (ET)
Feb 15, 2019 · 9:06 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001581720
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 15, 2019 | D | 162,707 | $235.00 | D | 0 | D | |
| Common StockF1 | Feb 15, 2019 | D | 30,000 | $235.00 | D | 0 | I | By Joshua H. Bilenker,ttee Joshua Bilenker 2018 GRAT, dated 06/20/2018 |
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)F2 | $1.184 | Feb 15, 2019 | D | 27,459 | D | — | Nov 14, 2023 | Common Stock | 27,459 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $3.648 | Feb 15, 2019 | D | 64,471 | D | — | Jun 18, 2024 | Common Stock | 64,471 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F1 | $13.67 | Feb 15, 2019 | D | 318,514 | D | — | Dec 18, 2024 | Common Stock | 318,514 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $31.69 | Feb 15, 2019 | D | 142,000 | D | — | Dec 15, 2025 | Common Stock | 142,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $26.27 | Feb 15, 2019 | D | 209,000 | D | — | Dec 5, 2026 | Common Stock | 209,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $43.56 | Feb 15, 2019 | D | 100,000 | D | — | Mar 14, 2027 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $84.88 | Feb 15, 2019 | D | 300,000 | D | — | Jan 3, 2028 | Common Stock | 300,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $139.77 | Feb 15, 2019 | D | 128,000 | D | — | Jan 1, 2029 | Common Stock | 128,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated January 5, 2019, between Eli Lilly and Company, an Indiana corporation ("Lilly"), Bowfin Acquisition Corporation, Inc., a Delaware corporation and a wholly owned subsidiary of Lilly ("Merger Sub"), and Loxo Oncology, Inc., a Delaware corporation ("Loxo Oncology"), Merger Sub will merge with and into Loxo Oncology, with Loxo Oncology surviving as a wholly owned subsidiary of Lilly (the "Merger"). Pursuant to the Merger Agreement each issued and outstanding shares (the "Shares") of Loxo common stock, par value $0.0001 per share, was purchased at a price of $235.00 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to withholding taxes.
- F2Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each Loxo Oncology stock option that is then-outstanding and unvested shall become immediately vested and exercisable in full. At the Effective Time, each Loxo Oncology stock option that is outstanding under the Loxo Oncology Equity Incentive Plans (including any unvested Loxo stock options for which the vesting was accelerated immediately prior to the Effective Time as described above) will be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the number of Shares issuable under such option multiplied by (y) the excess, if any, of (A) the Offer Price over (B) the per share exercise price of such option. Any outstanding option with an exercise price equal to or greater than the Offer Price will be cancelled for no consideration at the Effective Time.