Bilenker Joshua H. Form 4 Loxo Oncology / Joshua H. Bilenker 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^*

Bilenker Joshua H.

(Last)

(First)

(Middle)

C/O LOXO ONCOLOGY, INC.

ONE LANDMARK SQUARE, SUITE 1122

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Loxo Oncology, Inc. [ LOXO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2018		M⁽¹⁾		29,000	A	$1.184	164,407	D
Common Stock	11/26/2018		M⁽¹⁾		8,514	A	$3.648	172,921	D
Common Stock	11/26/2018		M⁽¹⁾		1,486	A	$13.67	174,407	D
Common Stock	11/26/2018		S⁽¹⁾		800⁽²⁾	D	$150.99⁽³⁾	173,607	D
Common Stock	11/26/2018		S⁽¹⁾		3,655⁽²⁾	D	$152.04⁽⁴⁾	169,952	D
Common Stock	11/26/2018		S⁽¹⁾		1,995⁽²⁾	D	$152.75⁽⁵⁾	167,957	D
Common Stock	11/26/2018		S⁽¹⁾		676⁽²⁾	D	$154.07⁽⁶⁾	167,281	D
Common Stock	11/26/2018		S⁽¹⁾		2,210⁽²⁾	D	$155.08⁽⁷⁾	165,071	D
Common Stock	11/26/2018		S⁽¹⁾		664⁽²⁾	D	$156.2⁽⁸⁾	164,407	D
Common Stock	11/27/2018		M⁽¹⁾		10,000	A	$13.67	174,407	D
Common Stock	11/27/2018		S⁽¹⁾		2,329⁽²⁾	D	$137.92⁽⁹⁾	172,078	D
Common Stock	11/27/2018		S⁽¹⁾		2,638⁽²⁾	D	$138.94⁽¹⁰⁾	169,440	D
Common Stock	11/27/2018		S⁽¹⁾		700⁽²⁾	D	$140.14⁽¹¹⁾	168,740	D
Common Stock	11/27/2018		S⁽¹⁾		690⁽²⁾	D	$141.48⁽¹²⁾	168,050	D
Common Stock	11/27/2018		S⁽¹⁾		634⁽²⁾	D	$142.45⁽¹³⁾	167,416	D
Common Stock	11/27/2018		S⁽¹⁾		859⁽²⁾	D	$143.35⁽¹⁴⁾	166,557	D
Common Stock	11/27/2018		S⁽¹⁾		700⁽²⁾	D	$144.61⁽¹⁵⁾	165,857	D
Common Stock	11/27/2018		S⁽¹⁾		600⁽²⁾	D	$147.09⁽¹⁶⁾	165,257	D
Common Stock	11/27/2018		S⁽¹⁾		250⁽²⁾	D	$148.06⁽¹⁷⁾	165,007	D
Common Stock	11/27/2018		S⁽¹⁾		400⁽²⁾	D	$149.25⁽¹⁸⁾	164,607	D
Common Stock	11/27/2018		S⁽¹⁾		200	D	$151.56	164,407	D
Common Stock								30,000	I	By Joshua H. Bilenker, ttee Joshua Bilenker 2018 GRAT, dated 06/20/2018

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$1.184	11/26/2018		M⁽¹⁾			29,000	⁽¹⁹⁾	11/14/2023	Common Stock	29,000	$0	27,459	D
Employee Stock Option (Right to Buy)	$3.684	11/26/2018		M⁽¹⁾			8,514	⁽²⁰⁾	06/18/2024	Common Stock	8,514	$0	64,471	D
Employee Stock Option (Right to Buy)	$13.67	11/26/2018		M⁽¹⁾			1,486	⁽²¹⁾	12/18/2024	Common Stock	1,486	$0	348,514	D
Employee Stock Option (Right to Buy)	$13.67	11/27/2018		M⁽¹⁾			10,000	⁽²¹⁾	12/18/2024	Common Stock	10,000	$0	338,514	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person.

2. Represents the aggregate of sales effected on the same day at different prices.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.45 to $151.23 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.50 to $152.49 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.50 to $153.39 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.51 to $154.39 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.53 to $155.52 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.68 to $156.60 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.45 to $138.38 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.48 to $139.38 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.77 to $140.64 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.99 to $141.94 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.00 to $142.99 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.04 to $143.69 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.14 to $145.13 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.84 to $147.49 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.99 to $148.11 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.99 to $149.71 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

19. The options have fully vested and are immediately exercisable.

20. The stock option vests and becomes exercisable in 48 equal monthly installments beginning on the vesting commencement date, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

21. The stock option vests and becomes exercisable in 48 equal monthly installments beginning one month after the vesting commencement date, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

	/s/Jennifer Burstein, by power of attorney	11/28/2018
	** 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.
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Bilenker Joshua H. Form 4Loxo Oncology / Joshua H. Bilenker ownership change