Statement of Changes in Beneficial Ownership (4)
11 December 2021 - 10:50AM
Edgar (US Regulatory)
FORM 4
[X]
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
*
EcoR1 Capital, LLC |
2. Issuer Name and Ticker or Trading Symbol
Odonate Therapeutics, Inc.
[
ODT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
357 TEHAMA STREET #3 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2021 |
(Street)
SAN FRANCISCO, CA 94103
(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 | 12/1/2021 | | P | | 185941 (2) | A | $1.66 | 5701669 | I | See Note 1 (1) |
Common Stock | 12/1/2021 | | S | | 185941 (2) | D | $1.66 | 5701669 | I | See Note 1 (1) |
Common Stock | 12/9/2021 | | S | | 156669 (3) | D | $1.819 | 5545000 | I | See Note 1 (1) |
Common Stock | 12/10/2021 | | S | | 5000000 (4) | D | $1.66 | 545000 | I | See Note 1 (1) |
Common Stock | 12/10/2021 | | S | | 545000 (5) | D | $1.5549 | 0 | I | See Note 1 (1) |
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 |
Explanation of Responses: |
(1) | The filing persons (the "Filers") are EcoR1 Capital, LLC ("EcoR1"), Oleg Nodelman and EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). EcoR1 is the general partner and investment adviser of private funds, including Qualified Fund (collectively, the "Funds"). Mr. Nodelman is the manager and controlling owner of EcoR1. EcoR1 is filing this Form 4 for itself, Mr. Nodelman and Qualified Fund. The Filers are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. The Funds held these securities directly for the benefit of their investors. EcoR1 indirectly beneficially owned them as the investment adviser to the Funds, and Mr. Nodelman indirectly beneficially owned them as the control person of EcoR1. The Filers disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interests therein. |
(2) | These securities were transferred from another Fund managed by EcoR1 to Qualified Fund as part of a periodic rebalancing of the portfolios of the Funds. After this transaction, Qualified Fund held 5,185,698 shares of the Issuer's Common Stock, and the other fund held 515,971 shares. |
(3) | Qualified Fund sold 142,491 of these shares. After this transaction, Qualified Fund held 5,043,207 shares of the Issuer's Common Stock. |
(4) | Qualified Fund sold 4,547,500 of these shares. After this transaction, Qualified Fund held 495,707 shares of the Issuer's Common Stock. |
(5) | Qualified Fund sold 495,707 of these shares. After this transaction, Qualified Fund held no shares of the Issuer's Common Stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
EcoR1 Capital, LLC 357 TEHAMA STREET #3 SAN FRANCISCO, CA 94103 |
| X |
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Signatures
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Oleg Nodelman, Manager of EcoR1 Capital, LLC | | 12/10/2021 |
**Signature of Reporting Person | Date |
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