Mirati Therapeutics (MRTX) Form 4 Mirati Therapeutics / Shalini Sharp 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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X

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^*

Sharp Shalini

(Last) (First) (Middle)

C/O MIRATI THERAPEUTICS, INC.

3545 CRAY COURT

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mirati Therapeutics, Inc. [ MRTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2024

4. 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 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	01/23/2024		D		4,162	D	(1)(2)	12,060	D
Common Stock	01/23/2024		D		5,252	D	(3)	6,808	D
Common Stock	01/23/2024		D		6,808	D	(4)	0	D

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
Option to Purchase Common Stock	$45.66	01/23/2024		D			7,520	(5)	01/20/2033	Common Stock	7,520	(5)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 8, 2023, among the Issuer, Bristol-Myers Squibb Company ("BMS"), and Vineyard Merger Sub Inc., a wholly owned subsidiary of BMS ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of January 23, 2024 (such date and time of such Merger, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of BMS.

2. At the Effective Time, each issued and outstanding share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was converted into the right to receive (A) $58.00 per share in cash (the "Closing Consideration") and (B) one contingent value right (a "CVR"), which represents the right to receive the Milestone Payment (as such term is defined in the CVR Agreement, which is itself defined in the Merger Agreement) (the consideration contemplated by (A) and (B), together, the "Merger Consideration"), without interest and subject to any withholding taxes.

3. Pursuant to the Merger Agreement, at the Effective Time, each of these restricted stock units ("RSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and the Reporting Person was entitled to receive the Merger Consideration in respect of each such RSU.

4. Pursuant to the Merger Agreement and the Company Equity Plans (as such term is defined in the Merger Agreement), at the Effective Time, each of these RSUs that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive a cash award of BMS in an amount equal to the product of the number of restricted stock units subject to such RSU immediately prior to the Effective Time and the last trading price of a share of Company Common Stock before the Effective Time (the "Converted Cash Award"). Following the Effective Time, the Converted Cash Award will be subject to the same terms and conditions applicable to such Issuer RSUs, including with respect to vesting.

5. Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase shares of Company Common Stock (each, a "Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price ("Per Share Exercise Price") that was less than the Closing Consideration, was cancelled and converted into the right to receive the sum of (A) a cash payment, without interest, equal to (x) the excess of (1) the Closing Consideration over (2) the Per Share Exercise Price, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting) and (B) one CVR for each share of Company Common Stock subject to such Company Option immediately prior to the Effective Time (without regard to vesting).

	/s/ John Moriarty	01/23/2024
	** 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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