Loxo Oncology Inc. (LOXO): OrbiMed Advisors Reports Percentage of Ownership Change

Page 5 of 12 – SEC Filing

Item 1.

Security and Issuer

This Amendment No. 2 (“Amendment No. 2”) supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP V LLC and Samuel D. Isaly originally filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2014 (the “Statement”).  The Statement relates to the common stock, par value $0.0001 per share, of Loxo Oncology, Inc. (the “Common Stock”), a corporation organized under the laws of the state of Delaware (the “Issuer”), with its principal executive offices located at One Landmark Square, Suite 1122, Stamford, CT 06901.  The Common Stock is listed on the NASDAQ Global Market under the ticker symbol “LOXO.”  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On May 12, 2016, the Issuer announced the closing of an underwritten public offering of 1,675,000 shares of Common Stock (“Shares”) at $21.50 per Share, (the “Share Issuance”), including the underwriters’ full exercise of their over-allotment option to purchase up to 251,250 Shares.  As a result of the Share Issuance, the Issuer’s total number of outstanding Shares increased to 21,616,960 (the “Outstanding Share Increase”). The Reporting Persons did not participate in, or acquire or dispose of any Shares in the Share Issuance.  On August 3, 2016, subsequent to the Share Issuance, the Issuer filed a Form 10-Q with the SEC stating that it had, as of July 31, 2016, 21,664,333 shares of Common Stock outstanding. As a result of the Share Issuance (and more specifically, the Outstanding Share Increase) and the subsequent share increase disclosed on August 3, 2016, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own was reduced by more than one percent of the Issuer’s Shares outstanding.

Item 2.

Identity and Background

(a)           This Statement is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP V LLC (“GP V”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).

(b) – (c) Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP V, which is the sole general partner of OrbiMed Private Investments V, LP (“OPI V”), which holds Shares, as more particularly described in Item 3 below.  Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

GP V has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Isaly, a natural person, is the managing member of Advisors and owns a controlling interest in Advisors.

The directors and executive officers of Advisors and GP V are set forth on Schedules I and II, attached hereto.  Schedules I and II set forth the following information with respect to each such person:

(i)           name;

(ii)          business address;

(iii)         present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)         citizenship.

(d) – (e) During the last five years, neither the Reporting Persons nor any Person named in Schedule I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.