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

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,688,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% (See Item 5)
14	TYPE OF REPORTING PERSON PN

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,688,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% (See Item 5)
14	TYPE OF REPORTING PERSON PN

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,688,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% (See Item 5)
14	TYPE OF REPORTING PERSON OO

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,688,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% (See Item 5)
14	TYPE OF REPORTING PERSON IN

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,688,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% (See Item 5)
14	TYPE OF REPORTING PERSON IN

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,688,920
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% (See Item 5)
14	TYPE OF REPORTING PERSON IN

This Amendment No. 2 (this “Amendment”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2016, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on January 12, 2017, relates to the Common Stock, $0.0001 par value (the “Shares”) of Loxo Oncology, Inc., a Delaware corporation (the “Issuer”) and is being filed to amend the Schedule 13D as specifically set forth below. The principal executive office of the Issuer is located at 281 Tresser Blvd., 9th Floor, Stamford, CT 06901.

Unless otherwise indicated, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D, and unless otherwise amended hereby, all information previously filed remains in effect.

Item 3 is hereby amended and restated in its entirety as follows:

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 3,688,920 Shares, consisting of (i) 2,850,709 Shares issued upon the conversion of (x) 2,343,749 shares of Series A Convertible Preferred Stock of the Issuer and (y) 506,960 shares of Series B Convertible Preferred Stock of the Issuer at the closing of the Issuer’s initial public offering of Common Stock (“IPO”) on August 6, 2014, (ii) 188,707 Shares, which were acquired on July 3, 2013 and (iii) 649,504 Shares, which were acquired at various times following the IPO at various prices. The source of the purchase price for the Common Stock was capital contributions from the partners of Aisling. No borrowed funds were used in the purchase of the Common Stock.

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.

CUSIP No. 548862101

SCHEDULE 13D

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