Boxer Capital Form 4 Odonate Therapeutics / JOSEPH LEWIS 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^*

Boxer Capital, LLC

(Last) (First) (Middle)

11682 EL CAMINO REAL, SUITE 320

(Street)

SAN DIEGO CA 92130

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2018

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	12/21/2018		P		25,000	A	$13.4565	2,878,762	D(1)(2)
Common Stock	12/21/2018		P		75,000	A	$13.4747	2,953,762	D(1)(2)
Common Stock	12/26/2018		P		25,000	A	$12.4726	2,978,762	D(1)(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^*

Boxer Capital, LLC

(Last) (First) (Middle)

11682 EL CAMINO REAL, SUITE 320

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Boxer Asset Management Inc.

(Last) (First) (Middle)

C/O CAY HOUSE

EP TAYLOR DRIVE N7776, LYFORD CAY

(Street)

NEW PROVIDENCE C5

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEWIS JOSEPH

(Last) (First) (Middle)

C/O CAY HOUSE

EP TAYLOR DRIVE N7776, LYFORD CAY

(Street)

NEW PROVIDENCE C5

(City) (State) (Zip)

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.

Remarks:

	Boxer Capital, LLC, By: /s/ Aaron Davis, Aaron Davis, Chief Executive Officer	12/27/2018
	Boxer Asset Management Inc., By: /s/ Jason Callender, Jason Callender, Director	12/27/2018
	Joseph C. Lewis, /s/ Joseph C. Lewis, Joseph C. Lewis	12/27/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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