Filing Details
- Accession Number:
- 0001193125-18-359287
- Form Type:
- 13D Filing
- Publication Date:
- 2018-12-27 17:02:03
- Filed By:
- Boxer Capital, Llc
- Company:
- Odonate Therapeutics Inc. (NASDAQ:ODT)
- Filing Date:
- 2018-12-27
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Boxer Capital | 0 | 2,978,762 | 0 | 2,978,762 | 2,978,762 | 11.1% |
| Boxer Asset Management Inc | 0 | 2,978,762 | 0 | 2,978,762 | 2,978,762 | 11.1% |
| Aaron I. Davis | 645,756 | 0 | 645,756 | 0 | 645,756 | 2.4% |
| Joe Lewis | 0 | 2,978,762 | 0 | 2,978,762 | 2,978,762 | 11.1% |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Odonate Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
676079106
(CUSIP Number)
David A. Brown
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
202-239-3463
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 21, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 676079106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS
Boxer Capital, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,978,762 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,978,762 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,978,762 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| * | Based on 26,827,729 shares of the Issuers Common Stock outstanding as of October 10, 2018 as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 23, 2018. |
| CUSIP No. 676079106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS
Boxer Asset Management Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,978,762 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,978,762 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,978,762 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| * | Based on 26,827,729 shares of the Issuers Common Stock outstanding as of October 10, 2018 as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 23, 2018. |
| CUSIP No. 676079106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS
Aaron I. Davis | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
645,756 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
645,756 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,756 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 26,827,729 shares of the Issuers Common Stock outstanding as of October 10, 2018 as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 23, 2018. |
| CUSIP No. 676079106 | SCHEDULE 13D |
| 1 | NAMES OF REPORTING PERSONS
Joe Lewis | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,978,762 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,978,762 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,978,762 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 26,827,729 shares of the Issuers Common Stock outstanding as of October 10, 2018 as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 23, 2018. |
| CUSIP No. 676079106 | SCHEDULE 13D |
This Amendment No. 1 (Amendment No. 1) amends and supplements the statement on Schedule 13D filed on December 8, 2017 (the Original Filing) by Boxer Capital, LLC (Boxer Capital), Boxer Asset Management (Boxer Management), Aaron I. Davis, and Joe Lewis (together with Boxer Capital, Boxer Management, and Mr. Davis, the Reporting Persons). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
This Amendment No. 1 is being filed to report a change in the Reporting Persons beneficial ownership of more than 1% as a result of purchases of shares of Common Stock in the open market.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
All percentages are based on 26,827,729 shares of Common Stock outstanding as of October 10, 2018 as set forth in the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 23, 2018.
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 3,624,518 shares of Common Stock, representing 13.5% of the Issuers outstanding Common Stock.
Boxer Capital, Boxer Management and Joe Lewis beneficially own 2,978,762 shares of Common Stock, which represents 11.1% of the Issuers outstanding Common Stock. Aaron I. Davis beneficially owns 645,756 shares of Common Stock which represents 2.4% of the Issuers outstanding Common Stock.
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Common Stock owned by the Reporting Persons:
(i) Sole power to vote or direct the vote:
Aaron I. Davis has the sole power to vote or to direct the vote of the 645,756 shares of Common Stock he beneficially owns.
(ii) Shared power to vote or to direct the vote:
Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 2,978,762 shares of Common Stock they beneficially own.
(iii) Sole power to dispose or to direct the disposition of:
Aaron I. Davis has the sole power to dispose or to direct the disposition of the 645,756 shares of Common Stock he beneficially owns.
(iv) Shared power to dispose or to direct the disposition of:
Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 2,978,762 shares of Common Stock they beneficially own.
(c) Other than as described herein and below, the Reporting Persons have not engaged in any transactions in the Common Stock in the past 60 days.
| Date | Transaction | Number of Shares | Price | |||||||||
| October 24, 2018 | Purchase | 26,824 | $ | 14.7164 | ||||||||
| December 21, 2018 | Purchase | 25,000 | $ | 13.4565 | ||||||||
| December 21, 2018 | Purchase | 75,000 | $ | 13.4747 | ||||||||
| December 26, 2018 | Purchase | 25,000 | $ | 12.4726 | ||||||||
(d) No other person has the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report.
| CUSIP No. 676079106 | SCHEDULE 13D |
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement, dated December 8, 2017, among Boxer Capital, Boxer Management, Joe Lewis and Aaron I. Davis, incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on December 8, 2017. |
| CUSIP No. 676079106 | SCHEDULE 13D |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 27, 2018
| BOXER CAPITAL, LLC | ||
| By: | /s/ Aaron I. Davis | |
| Name: | Aaron I. Davis | |
| Title: | Chief Executive Officer | |
| BOXER ASSET MANAGEMENT INC. | ||
| By: | /s/ Jason Callender | |
| Name: | Jason Callender | |
| Title: | Director | |
| JOSEPH C. LEWIS | ||
| By: | /s/ Joseph C. Lewis | |
| Joseph C. Lewis, Individually | ||
| AARON I. DAVIS | ||
| By: | /s/ Aaron I. Davis | |
| Aaron I. Davis, Individually | ||