13D Filing: Aisling Capital III LP and Loxo Oncology Inc. (LOXO)

Item 5 is hereby amended and restated in its entirety as follows:

(a) The aggregate percentage of Shares reported as owned by each Reporting Person is based on 29,937,504 Shares of the Issuer’s Common Stock issued and outstanding as of October 31, 2017, as reported in the Issuer’s Form 10-Q filed with the SEC on November 2, 2017. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 3,688,920 Shares, constituting approximately 12.3% of the outstanding Shares.

(b) (i) Each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 3,688,920 Shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons.

(ii) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Messrs. Elms, Purcell and Schiff may be deemed to share the power to direct the voting and disposition of the 3,688,920 Shares beneficially owned by the Reporting Persons.

(c) On November 22, 2017, Aisling sold 500,000 Shares at a price of $75.00 per Share.

(d) The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Aisling in accordance with their ownership interests in Aisling.

(e) Not applicable.