Filing Details

Odonate Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

676079106

(CUSIP Number)

(858) 200-3830

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 6, 2017

(Date of Event which Requires Filing of this Statement)

 

 

Item 1. Security and Issuer

 

This Statement on Schedule 13D (the “Statement” or “Schedule 13D”) relates to the common stock, par value $0.01 (the “Common Stock”), of Odonate Therapeutics, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 4747 Executive Drive, Suite 510, San Diego, CA 92121.

 

Item 2. Identity and Background

 

This Statement is being filed on behalf of Odonate Holdings, LLC (the “Reporting Person”), pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.

 

Information Regarding Each Reporting Person

 

The business address of Odonate Holdings, LLC is:

 

4747 Executive Drive, Suite 510

San Diego, CA 92121

Odonate Holdings, LLC is a manager-managed limited liability company with a board of directors. Odonate Holdings, LLC is a holding company without operations that was formed for the purpose of holding record title to certain shares of the Issuer’s Common Stock. Such shares are those underlying the outstanding incentive units previously granted to employees, officers, directors and consultants of the Issuer by Odonate Management Holdings, LLC.

The name, present principal occupation or employment and citizenship of each director and executive officer, as applicable, of the Reporting Person is provided in Annex A to this Schedule 13D, which is incorporated by reference herein.

Information Regarding Legal Proceedings

To the knowledge of the Reporting Person, no individual or entity identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such party 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.

Citizenship

Odonate Holdings, LLC is a Delaware limited liability company.

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

The Reporting Person acquired beneficial ownership of 3,085,687 shares of the Issuer’s Common Stock when, prior to the conversion of the Issuer from a Delaware limited liability company to a Delaware corporation, members of the Issuer contributed their membership units to the Reporting Person. No monetary consideration was paid in connection with the contribution.

Item 4. Purpose of Transaction

 

Odonate Holdings, LLC is a holding company without operations that was formed for the purpose of holding record title to certain shares of the Issuer’s Common Stock. Such shares are those underlying the outstanding incentive units previously granted to employees, officers, directors and consultants of the Issuer by Odonate Management Holdings, LLC. The purpose of the acquisition of the shares of the Issuer’s Common Stock is for investment, and the acquisitions of such stock were made in the ordinary course of the Reporting Person’s business and were not made for the purpose of acquiring control of the Issuer. Except as set forth herein, the Reporting Person does not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the Statement.

 

Item 5. Interest in Securities of the Issuer.

 

(a)           Amount beneficially owned and percentage of class:

Odonate Holdings, LLC is the beneficial owner of 3,085,687 shares of the Issuer’s Common Stock. Subject to the arrangements described in Item 6 of this Statement, Odonate Holdings, LLC has granted: (i) the Issuer an irrevocable proxy directing the Issuer to vote the 2,931,402 shares of the Issuer’s Common Stock held by Odonate Holdings, LLC for the benefit of Odonate Management Holdings, LLC, with such vote to be cast in the same proportion as the votes cast by other holders of the Issuer’s Common Stock; and (ii) Tang Capital Partners, LP ("TCP") an irrevocable proxy granting TCP the authority, at TCP's discretion, to vote the 154,285 shares of the Issuer’s Common Stock held by Odonate Holdings, LLC for the benefit of TCP. Holdings disclaims beneficial ownership of all of the shares, as Holdings has no voting or dispositive control over the shares, and also has no pecuniary interest in the shares.

(b)           Voting and disposition powers:

 

Sole power to vote or direct the vote: 0 shares

 

Shared power to vote or direct the vote: 3,085,687 shares

Sole power to dispose or direct the disposition: 0 shares

Shared power to dispose or direct the disposition: 3,085,687 shares

(c)	Other than the purchases described in Item 3, none of the Reporting Persons have effected any transaction in the Issuer’s Common Stock within the last 60 days.

 

 

(d)          N/A.

 

(e)          N/A.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Odonate Holdings, LLC has granted: (i) the Issuer an irrevocable proxy directing the Issuer to vote the 2,931,402 shares of the Issuer’s Common Stock held by Odonate Holdings, LLC for the benefit of Odonate Management Holdings, LLC, with such vote to be cast in the same proportion as the votes cast by other holders of the Issuer’s Common Stock; and (ii) TCP an irrevocable proxy granting TCP the authority, at TCP's discretion, to vote the 154,285 shares of the Issuer’s Common Stock held by Odonate Holdings, LLC for the benefit of TCP. The irrevocable proxy terminates upon the distribution of the shares subject to the irrevocable proxy to Tang Capital Partners, LP or Odonate Management Holdings, LLC, as applicable, or the written agreement of the parties. The foregoing description is only a summary, and is qualified in its entirety by reference to the complete text of the irrevocable proxy, the form of which is filed as Exhibit 1 hereto.

The board of directors of the Reporting Person is currently the same as the board of directors of the Issuer. The Reporting Person’s board of directors may delegate operational control over the Reporting Person to a committee consisting of the Chairman of the Compensation Committee of the Issuer, the Chief Executive Officer of the Reporting Person and the Chief Financial Officer of the Reporting Person.

Item 7. Material to Be Filed as Exhibits

 

Exhibit 1:

Form of Irrevocable Proxy

 

*          *          *

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set forth in this statement is true, complete and correct.

 

December 18, 2017

 

 

ANNEX A

The name and citizenship of each director and executive officer of the Reporting Person are set forth below. The business address of each person listed below is c/o Odonate Holdings, LLC, 4747 Executive Drive, Suite 510, San Diego, CA 92121. The present principal occupation or employment of each of the listed persons is set forth below

 

 

 

3.          Miscellaneous.

 

(a)          Whenever possible, each provision of this Proxy will be interpreted in such manner as to be effective and valid under applicable law, provided that if any provision of this Proxy is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Proxy will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

 

(b)          This Proxy shall be governed and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.

 

(c)          Holdings hereby revokes any proxies previously granted and represents that none of such previously-granted proxies are irrevocable.

 

(d)          Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate upon the Expiration Date.

 

*   *   *   *   *

 

 

IN WITNESS WHEREOF, the undersigned have executed this Proxy on the date set forth above.

 

	ODONATE HOLDINGS, LLC
	By:	/s/ John G. Lemkey
		Name:	John G. Lemkey
		Title:	Chief Financial Officer
	ODONATE THERAPEUTICS, INC.
	By:	/s/ John G. Lemkey
		Name:	John G. Lemkey
		Title:	Chief Financial Officer
	TANG CAPITAL PARTNERS, LP
	By:	/s/ Kevin C. Tang
		Name:	Kevin C. Tang
		Title:	Manager
			Tang Capital Management, LLC, General Partner

 

 

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