Statement of Changes in Beneficial Ownership (4)
December 02 2020 - 4:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Lemkey John G |
2. Issuer Name and Ticker or Trading Symbol
Odonate Therapeutics, Inc.
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ODT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
C/O ODONATE THERAPEUTICS, INC., 4747 EXECUTIVE DRIVE, SUITE 210 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2020 |
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/30/2020 | | A(1) | | 12 | A | $12.77 | 3457 | D | |
| Common Stock | | | | | | | | 15238782 | I (2) | By LP (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee Stock Option (Right to Buy) | $15.02 | 11/30/2020 | | A | | 12 | | (3) | 11/30/2030 | Common Stock | 12 | $0.00 | 12 | D | |
| Explanation of Responses: |
| (1) | These shares were acquired on 11/30/2020 through the Odonate Therapeutics, Inc. 2017 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
| (2) | The securities are beneficially owned by Tang Capital Partners, LP ("TCP"). Tang Capital Management, LLC ("TCM") is the general partner of TCP. The shares reported as beneficially owned by TCP include a total of 154,285 shares of common stock that are held of record by Odonate Holdings, LLC ("Holdings"). Holdings has granted a proxy to TCP giving TCP the sole authority to vote such shares. John Lemkey is the Chief Operating Officer of Odonate Therapeutics, Inc., as well as Chief Operating Officer of TCM. Mr. Lemkey has a pecuniary interest in a portion of the shares beneficially held by TCP. |
| (3) | The stock options vest and become exercisable as follows: (i) 50% on the date of U.S. Food and Drug Administration ("FDA") approval of tesetaxel, Odonate's investigational product; (ii) 25% on the first anniversary of FDA approval of tesetaxel; and (iii) 25% on the second anniversary of FDA approval of tesetaxel. Vesting is subject to the Reporting Person's continued service to the Issuer through each vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lemkey John G
C/O ODONATE THERAPEUTICS, INC.
4747 EXECUTIVE DRIVE, SUITE 210
SAN DIEGO, CA 92121 |
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| Chief Operating Officer |
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Signatures
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| /s/ John Lemkey | | 12/2/2020 |
| **Signature of Reporting Person | Date |
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