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Filing Details

Accession Number:: 0001181431-11-057258
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-11-22 13:19:28
Reporting Period:: 2011-11-21

Filing Date:: 2011-11-22
Accepted Time:: 2011-11-22 13:19:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1466301	Clovis Oncology Inc.	CLVS	Pharmaceutical Preparations (2834)	900475355

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1219855	James M Barrett	1954 Greenspring Drive Suite 600 Timonium MD 21093		Yes	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	2011-11-21	1,726,248	$0.00	1,726,248	No	4	C	Indirect	See Note 2
Common Stock	Acquisiton	2011-11-21	377,124	$0.00	2,103,372	No	4	C	Indirect	See Note 2
Common Stock	Acquisiton	2011-11-21	1,316,299	$13.00	3,419,671	No	4	P	Indirect	See Note 2

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 2
No	4	C	Indirect	See Note 2
No	4	P	Indirect	See Note 2

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Preferred Stock	Disposition	2011-11-21	1,186,897	$0.00	409,274	$0.00
Common Stock	Series A-2 Preferred Stock	Disposition	2011-11-21	1,206,897	$0.00	416,171	$0.00
Common Stock	Series B Preferred Stock	Disposition	2011-11-21	2,612,330	$0.00	900,803	$0.00
Common Stock	5% Convertible Notes due 2012	Disposition	2011-11-21	377,124	$0.00	377,124	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (Right to Buy)	$11.02	2012-08-24	2021-08-24	12,414	12,414	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2021-08-24	12,414	12,414	Direct

Footnotes

Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock automatically converted into the Issuer's Common Stock, on a 2.9 for 1 basis (inadvertently reported as a 1 for 1 basis on Form 3, filed November 15, 2011), immediately prior to the closing of the Issuer's initial public offering on November 21, 2011 and had no expiration date.
The Reporting Person is a director of NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13, L.P., ("NEA Partners 13"), the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest.
The outstanding principal and accrued and unpaid interest on the Convertible Notes automatically converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering at the Issuer's initial public offering price per share.
The Reporting Person is a director of NEA 13 LTD, the sole general partner of NEA Partners 13, the sole general partner of NEA 13, which is the holder of the Convertible Notes. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Convertible Notes in which the Reporting Person has no pecuniary interest.
The option was granted prior to the date on which the Reporting Person became subject to Section 16. The option is immediately exercisable as to both vested and unvested shares. The option was granted on August 24, 2011 and vests and becomes exercisable on the first anniversary of the date of grant, or if the Reporting Person is terminated as director of the Issuer without misconduct or within one year following the occurrence of a change in control of the Issuer. To the extent the Reporting Person exercises the option as to unvested shares, the Reporting Person will receive restricted shares that will vest in accordance with the vesting schedule for the option. This holding has already been reported on Reporting Person's Form 3 filed with the SEC on November 15, 2011.
The option expires on August 24, 2021, unless it expires sooner pursuant to the terms of the Issuer's 2009 Equity Incentive Plan.