Tang Capital Management Form 4 Odonate Therapeutics / Michael S Hearne ownership change

SEC Form 4

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^*

TANG KEVIN C

(Last) (First) (Middle)

4747 EXECUTIVE DRIVE

SUITE 510

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Odonate Therapeutics, Inc. [ ODT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/07/2019		P		19,036	A	$16.5627(1)	12,965,074	I(2)	By LP(2)
Common Stock	03/07/2019		P		964	A	$17.1526(3)	12,966,038	I(2)	By LP(2)
Common Stock	03/07/2019		P		20,000	A	$17.4955(4)	12,986,038	I(2)	By LP(2)
Common Stock	03/08/2019		P		22,863	A	$18.1039(5)	13,008,901	I(2)	By LP(2)
Common Stock	03/08/2019		P		77,137	A	$18.9361(6)	13,086,038	I(2)	By LP(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

TANG KEVIN C

(Last) (First) (Middle)

4747 EXECUTIVE DRIVE

SUITE 510

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TANG CAPITAL PARTNERS LP

(Last) (First) (Middle)

4747 EXECUTIVE DRIVE

SUITE 510

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TANG CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)

4747 EXECUTIVE DRIVE

SUITE 510

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lemkey John G

(Last) (First) (Middle)

4747 EXECUTIVE DRIVE

SUITE 510

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hearne Michael S

(Last) (First) (Middle)

4747 EXECUTIVE DRIVE

SUITE 510

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

Explanation of Responses:

1. The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $16.13 to $17.12. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC Staff, upon request, full information regarding the number of shares purchased at each price within the ranges set forth in footnotes 1 and 3 through 6 herein.

2. The securities are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management, LLC ("TCM"), which 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. Michael Hearne is the Chief Financial Officer of Odonate Therapeutics, Inc., as well as Chief Financial Officer of TCM. Mr. Tang, Mr. Lemkey and Mr. Hearne each have a pecuniary interest in a portion of the shares beneficially held by TCP.

3. The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $17.13 to $17.22.

4. The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $17.22 to $17.59.

5. The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $17.55 to $18.51.

6. The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $18.55 to $19.54.

Remarks:

	/s/ Kevin Tang	03/11/2019
	/s/ Kevin Tang, Managing Member of Tang Capital Management, LLC, General Partner	03/11/2019
	/s/ Kevin Tang, Managing Member	03/11/2019
	/s/ John Lemkey	03/11/2019
	/s/ John Lemkey, as attorney-in-fact for Michael Hearne	03/11/2019
	** Signature of Reporting Person	Date
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