| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Turning Point Therapeutics, Inc. [ TPTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/22/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/22/2019 | C | 1,120,730 | A | (2) | 1,120,730 | I | See Footnote(4) | ||
| Common Stock | 04/22/2019 | C | 546,820 | A | (2) | 1,667,550 | I | See Footnote(4) | ||
| Common Stock | 04/22/2019 | P(1) | 325,000 | A | $18 | 1,992,550 | I | See Footnote(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Series C Preferred Stock | (2) | 04/22/2019 | C | 4,314,809 | (2) | (2) | Common Stock | 1,120,730 | $0 | 0 | I | See Footnote(4) | |||
| Series D Preferred Stock | (2) | 04/22/2019 | C | 2,105,259 | (2) | (2) | Common Stock | 546,820 | $0 | 0 | I | See Footnote(4) | |||
| Director Stock Option (right to buy) | $27.06 | 04/22/2019 | A | 15,000 | (3) | 04/22/2029 | Common Stock | 15,000 | $0 | 15,000 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. S.R. One, Limited acquired 325,000 Common Stock of the Issuer in connection with the Issuer's initial public offering. |
| 2. Each share of Series C Preferred Stock and Series D Preferred Stock were converted into 0.25974026 shares of Common Stock upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Preferred Stock and Series D Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. |
| 3. The stock option was granted to Simeon George as director's compensation and will become fully vested on the date of the company's 2020 annual meeting of stockholders, subject to vesting acceleration upon a change in control of the company, and subject to the continuing service of Simeon George on each vesting date. As a Vice President of S.R. One, limited and an employee of GlaxoSmithKline LLC, Simeon George is obligated to transfer any shares issued under the stock option to S.R One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc |
| 4. The shares reported herein are held of record by S.R. One, Limited, an indirect,wholly-owned subsidiary of GlaxoSmithKline plc (the "Reporting Person"). |
| /s/ Victoria Whyte | 04/24/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
