Robert Rosen Form 3 Odonate Therapeutics / Robert Rosen ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Rosen Robert

(Last) (First) (Middle)

C/O ODONATE THERAPEUTICS, INC.

4747 EXECUTIVE DRIVE, SUITE 510

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2017

3. Issuer Name and Ticker or Trading Symbol
Odonate Therapeutics, LLC [ ODT ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Units(1)	(1)	(2)	Common Stock	78,530	3.85(1)	D

Explanation of Responses:

1. The incentive units represent the right to receive up to 78,530 shares of the Issuer's common stock upon vesting and delivery of the underlying shares. The number of shares underlying the incentive units at the time of settlement will depend on the future value of the underlying common stock, subject to a threshold value of $3.85 per share, which represents the fair value of the underlying securities on the date of grant. The incentive units vest with respect to 25% of the underlying shares on 7/31/2018, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

2. The incentive units do not expire.

Remarks:

	/s/ John G. Lemkey, as attorney-in-fact for Robert H. Rosen	12/06/2017
	** 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 5 (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.