Amended Statement of Beneficial Ownership (sc 13d/a)
February 15 2019 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment No. 5)*
Loxo Oncology, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
548862101
(CUSIP Number)
Robert Wenzel
Aisling Capital
888 Seventh Avenue, 12th Floor
New York, NY 10106
(212)
651-6380
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 14, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7
for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 2 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 3 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aisling Capital Partners III, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
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SOLE DISPOSITIVE POWER
|
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10
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SHARED DISPOSITIVE POWER
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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14
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TYPE OF REPORTING PERSON
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 4 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aisling Capital Partners III LLC
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|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
|
3
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SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
|
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
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7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
|
14
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TYPE OF REPORTING PERSON
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|
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 5 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 6 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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14
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TYPE OF REPORTING PERSON
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 7 of 10
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
|
|
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
8
|
SHARED VOTING POWER
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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14
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TYPE OF REPORTING PERSON
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 8 of 10
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Item 1. Security and Issuer.
This Amendment No. 5 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2016, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on January 12, 2017, Amendment No. 2 to the Schedule 13D filed with the SEC on November 22, 2017, Amendment No. 3 to the Schedule 13D filed with the SEC on July 10, 2018 and Amendment No. 4 to the Schedule 13D filed on January 15, 2019, relates to the Common Stock, $0.0001 par value (the “Shares”) of Loxo Oncology, Inc., a Delaware corporation (the “Issuer”) and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive office of the Issuer is located at 281 Tresser Blvd., 9th Floor, Stamford, CT 06901.
This Amendment No. 5 is being filed to report that as of February 14, 2019, the Reporting Persons sold their entire interest in the Company and as such ceased to be the beneficial owners of more than five percent of the Common Stock of the Issuer.
Item 2. Identity and Background
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following disclosure at the end of such item:
As previously disclosed, Aisling entered into a Tender and Support Agreement with Eli Lilly and Company and Bowfin Acquisition Corporation (“Merger Sub”), pursuant to which Aisling agreed to tender its Shares in the tender offer commenced by Merger Sub. On February 14, 2019, the tender offer closed and Merger Sub accepted for purchase all of the Shares tendered by Aisling.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
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(a)
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As of the date of this filing, the aggregate number and percentage of Shares reported to be beneficially owned by each Reporting Person is 0 Shares, constituting 0.0% of the outstanding Shares.
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(b)
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As of the date of this filing, each Reporting Person owns 0 Shares and does not have voting or dispositive powers.
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(c)
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Other than tendering all 2,038,920 Shares owned in the aggregate by the Reporting Persons into the tender offer at a purchase price of $235.00 per Share, as further described in Item 4, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.
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(e)
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The Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer as of February 14, 2019.
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 9 of 10
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material change.
Item 7. Materials to be filed as Exhibits.
No material change.
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CUSIP No. 548862101
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SCHEDULE 13D
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Page 10 of 10
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 15, 2019
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AISLING CAPITAL III, LP
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By:
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Aisling Capital Partners III, LP
General Partner
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By:
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Aisling Capital Partners III LLC
General Partner
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By:
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/s/ Dennis Purcell
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Name: Dennis Purcell
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Title: Managing Member
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AISLING CAPITAL PARTNERS III, LP
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By:
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Aisling Capital Partners III LLC
General Partner
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By:
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/s/ Dennis Purcell
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Name: Dennis Purcell
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Title: Managing Member
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AISLING CAPITAL PARTNERS III LLC
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By:
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/s/ Dennis Purcell
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Name: Dennis Purcell
Title: Managing Member
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/s/ Steven Elms
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Steven Elms
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/s/ Dennis Purcell
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Dennis Purcell
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/s/ Andrew Schiff
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Andrew Schiff
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Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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