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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Clovis Oncology, Inc. [ CLVS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/14/2015 | ||||||||||||||||||||||||||
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 | 05/14/2015 | J(1) | 404,867 | D | $0.00 | 404,866 | I | See Footnote(2) | ||
Common Stock | 05/14/2015 | J(3) | 91,279 | A | $0.00 | 91,279 | I | See Footnote(4) | ||
Common Stock | 05/14/2015 | J(5) | 91,279 | D | $0.00 | 0 | I | See Footnote(4) | ||
Common Stock | 05/14/2015 | J(6) | 2,550 | D | $0.00 | 2,550 | I | See Footnote(7) | ||
Common Stock | 05/14/2015 | J(6) | 283 | A | $0.00 | 13,638 | I | See Footnote(8) | ||
Common Stock | 05/14/2015 | J(5) | 6,729 | A | $0.00 | 20,367 | I | See Footnote(8) |
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 |
Explanation of Responses: |
1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Versant Venture Capital IV, L.P. ("VVC IV") without consideration to its partners. |
2. The shares are held by VVC IV. In his capacity as a managing member of Versant Ventures IV, LLC ("VV IV"), which is the general partner of VVC IV, the Reporting Person shares voting and investment authority over the shares held by the VVC IV and may be deemed to beneficially own the shares. Pursuant to General Instruction 4(b)(iv) to Form 4, all of the shares held by VVC IV are reported herein, and the Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
3. Represents a change in the form of ownership by virtue of the receipt of shares in the pro-rata distribution of Common Stock of the Issuer by VVC IV. |
4. The shares are held by VV IV. The Reporting Person shares voting and investment authority over the shares held by the VV IV and may be deemed to beneficially own the shares. Pursuant to General Instruction 4(b)(iv) to Form 4, all of the shares held by VV IV are reported herein, and the Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
5. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by VV IV without consideration to its members. |
6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer for no consideration by Versant Side Fund IV, L.P. ("VSF IV") to its partners. |
7. The shares are held by VSF IV. In his capacity as a managing member of VV IV, which is the general partner of VSF IV, the Reporting Person shares voting and investment authority over the shares held by the VSF IV and may be deemed to beneficially own the shares. Pursuant to General Instruction 4(b)(iv) to Form 4, all of the shares held by VSF IV are reported herein, and the Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
8. The shares are held by the Atwood-Edminster Trust dated 4/2/2000 (the "Trust"). Brian G. Atwood (the "Reporting Person") is a trustee and a named beneficiary of the Trust. Pursuant to General Instruction 4(b)(iv) to Form 4, all of the shares held by the Trust are reported herein, and the Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Robin L. Praeger, as Attorney-In-Fact | 05/18/2015 | |
** 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. |