Statement of Changes in Beneficial Ownership (4)
November 24 2021 - 6:01PM
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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OMB APPROVAL
OMB Number:
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
*
Boxer Capital, LLC |
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
12860 EL CAMINO REAL, SUITE 300, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/22/2021 |
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(Street)
SAN DIEGO, CA 92130
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 11/22/2021 | | S | | 200000 | D | $1.5483 (3) | 4407086 | D (1)(2) | |
| Common Stock | 11/24/2021 | | S | | 200000 | D | $1.5684 (4) | 4207086 | D (1)(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 |
| Explanation of Responses: |
| (1) | These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) Aaron I. Davis, and (iv) Joseph C. Lewis (collectively, the "Boxer Group"). Each member of the Boxer Group other than Boxer Capital disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. |
| (2) | These securities are owned indirectly by Boxer Management and Joseph C. Lewis, by virtue of their ownership of Boxer Capital. |
| (3) | Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $1.5362 to $1.5985. |
| (4) | Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $1.5479 to $1.5878. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Boxer Capital, LLC
12860 EL CAMINO REAL, SUITE 300
SAN DIEGO, CA 92130 |
| X |
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Boxer Asset Management Inc.
C/O CAY HOUSE, EP TAYLOR DRIVE N7776,
LYFORD CAY
NEW PROVIDENCE, C5 N7776 |
| X |
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LEWIS JOSEPH
C/O CAY HOUSE, EP TAYLOR DRIVE N7776,
LYFORD CAY
NEW PROVIDENCE, C5 |
| X |
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Signatures
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| Boxer Capital, LLC, By:/s/ Aaron Davis, Aaron Davis, Chief Executive Officer | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| Boxer Asset Management Inc., By: /s/ Jason Callender, Jason Callender, Director | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| Joseph C. Lewis, /s/ Joseph C. Lewis | | 11/24/2021 |
| **Signature of Reporting Person | Date |
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