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Filing Details

Accession Number:: 0001144204-15-055329
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-09-16 18:25:43
Reporting Period:: 2015-09-16

Filing Date:: 2015-09-16
Accepted Time:: 2015-09-16 18:25:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1576263	Mirati Therapeutics Inc.	MRTX	Pharmaceutical Preparations (2834)	462693615

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	667 Madison Avenue, 21St Floor New York NY US 10065	No	No	Yes	No
1087940	Felix Baker	667 Madison Avenue, 21St Floor New York NY US 10065	No	No	Yes	No
1263508	Baker Bros. Advisors Lp	667 Madison Avenue, 21St Floor New York NY US 10065	No	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	667 Madision Avenue 21St Floor New York NY US 10065	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-09-16	10,780	$45.00	170,714	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2015-09-16	139,220	$45.00	2,744,052	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Warrants (right to buy)	Disposition	2015-09-16	274	$0.00	274	$6.74
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2015-09-16	137	$0.00	137	$6.74
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2015-09-16	137	$0.00	137	$6.74

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2011-04-04	2016-04-04	No	4	J	Indirect
137	2011-04-04	2016-04-04	No	4	J	Direct
137	2011-04-04	2016-04-04	No	4	J	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	40,308	Indirect	See Footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Common Stock Warrants (right to buy)	$6.74	2011-04-04	2016-04-04	310,003	310,003	Indirect
Common Stock	Common Stock Warrants (right to buy)	$6.74	2011-04-04	2016-04-04	3,479	3,479	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2016-04-04	310,003	310,003	Indirect
2016-04-04	3,479	3,479	Indirect

Footnotes

As a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 40,308 shares of Common Stock of Mirati Therapeutics, Inc. (the "Issuer") directly held by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
On September 16, 2015, 667, L.P.("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences") purchased 10,780 and 139,220 shares of the Common Stock of the Issuer, respectively, pursuant to an underwritten public offering.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to 14159, Life Sciences, and Baker Bros. Investments II, L.P. (collectively, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Represents 137 warrants to purchase Common Stock of the Issuer distributed by Baker Bros. Investments II, L.P. to each of Julian C. Baker and Felix J. Baker as part of an in-kind pro rata distribution in accordance with the pecuniary interest of Felix J. Baker and Julian C. Baker in Baker Bros. Investments II, L.P. for no consideration.
Reflects warrants to purchase Common Stock of the Issuer held by Felix J. Baker received in the in-kind pro rata distribution without consideration reported above. Such distribution did not result in a change in pecuniary interest.
Reflects warrants to purchase Common Stock of the Issuer held by Julian C. Baker received in the in-kind pro rata distribution without consideration reported above. Such distribution did not result in a change in pecuniary interest.
As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 310,003 warrants to purchase Common Stock of the Issuer beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
As a result of their ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 3,479 warrants to purchase Common Stock of the Issuer beneficially owned by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.