Statement of Changes in Beneficial Ownership (4)
03 December 2020 - 8:02AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
*
O'Connell Joseph P |
2. Issuer Name and Ticker or Trading Symbol
Odonate Therapeutics, Inc.
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ODT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Medical Officer |
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(Last)
(First)
(Middle)
C/O ODONATE THERAPEUTICS, INC., 4747 EXECUTIVE DRIVE, SUITE 210 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/30/2020 |
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 11/30/2020 | | A(1) | | 122 | A | $12.77 | 2879 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Employee Stock Option (Right to Buy) | $15.02 | 11/30/2020 | | A | | 122 | | (2) | 11/30/2030 | Common Stock | 122 | $0.00 | 122 | D | |
| Explanation of Responses: |
| (1) | These shares were acquired on 11/30/2020 through the Odonate Therapeutics, Inc. 2017 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
| (2) | The stock options vest and become exercisable as follows: (i) 50% on the date of U.S. Food and Drug Administration ("FDA") approval of tesetaxel, Odonate's investigational product; (ii) 25% on the first anniversary of FDA approval of tesetaxel; and (iii) 25% on the second anniversary of FDA approval of tesetaxel. Vesting is subject to the Reporting Person's continued service to the Issuer through each vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
O'Connell Joseph P
C/O ODONATE THERAPEUTICS, INC.
4747 EXECUTIVE DRIVE, SUITE 210
SAN DIEGO, CA 92121 |
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| Chief Medical Officer |
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Signatures
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| /s/ John Lemkey, as attorney-in-fact for Joseph O'Connell | | 12/2/2020 |
| **Signature of Reporting Person | Date |
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