SEC Form 4 · accession 0001567619-19-004569

Loxo Oncology, Inc. · LOXO

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

Reporting owner

Keith T. Flaherty

Director

Period of report

Feb 15, 2019

Accepted (ET)

Feb 15, 2019 · 9:11 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 Stock^F1	Feb 15, 2019	D	9,732	$235.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$1.184	Feb 15, 2019	D	32,345	D	—	Dec 16, 2023	Common Stock	32,345	D
Employee Stock Option (Right to Buy)^F2	$1.184	Feb 15, 2019	D	68,620	D	—	Dec 16, 2023	Common Stock	68,620	D
Employee Stock Option (Right to Buy)^F2	$3.648	Feb 15, 2019	D	31,459	D	—	Jun 18, 2024	Common Stock	31,459	D
Employee Stock Option (Right to Buy)^F2	$13.00	Feb 15, 2019	D	15,625	D	—	Jul 30, 2024	Common Stock	15,625	D
Employee Stock Option (Right to Buy)^F2	$13.67	Feb 15, 2019	D	12,500	D	—	Dec 18, 2024	Common Stock	12,500	D
Employee Stock Option (Right to Buy)^F2	$20.91	Feb 15, 2019	D	7,812	D	—	Jul 27, 2025	Common Stock	7,812	D
Employee Stock Option (Right to Buy)^F2	$24.18	Feb 15, 2019	D	7,812	D	—	Jun 9, 2026	Common Stock	7,812	D
Employee Stock Option (Right to Buy)^F2	$78.58	Feb 15, 2019	D	11,000	D	—	Jun 21, 2027	Common Stock	11,000	D
Employee Stock Option (Right to Buy)^F2	$84.88	Feb 15, 2019	D	2,500	D	—	Jan 3, 2028	Common Stock	2,500	D
Employee Stock Option (Right to Buy)^F2	$180.98	Feb 15, 2019	D	8,750	D	—	Jun 12, 2028	Common Stock	8,750	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.