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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A-1 Convertible Preferred Stock | (1) | 11/21/2011 | C | 6,897 | (1) | (1) | Common Stock | 2,378 | $ 0 | 0 | D | ||||
Series A-2 Convertible Preferred Stock | (1) | 11/21/2011 | C | 6,897 | (1) | (1) | Common Stock | 2,378 | $ 0 | 0 | D | ||||
Series B Convertible Preferred Stock | (1) | 11/21/2011 | C | 14,928 | (1) | (1) | Common Stock | 5,147 | $ 0 | 0 | D | ||||
Convertible Promissory Notes | $ 13 | 11/21/2011 | C | $ 28,000 (2) | (2) | (2) | Common Stock | 2,207 (2) | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAST ERLE T C/O CLOVIS ONCOLOGY, INC. 2525 28TH STREET, SUITE 100 BOULDER, CO 80301 |
Executive VP and CFO |
/s/ Erle T. Mast | 11/21/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported securities were convertible at any time, in whole or in part, at the option of the reporting person, had no expiration date, and automatically converted into shares of Common Stock on November 21, 2011, the closing of the Issuer's initial public offering, on a 2.9 for 1 basis. |
(2) | The outstanding $28,000 principal amount of these 5% convertible promissory notes due May 25, 2012 and all accrued and unpaid interest thereon from and after May 25, 2011 automatically converted into shares of Common Stock on November 21, 2011, the closing of the Issuer's initial public offering, at a conversion price of $13.00, the per share price to the public of the Common Stock sold in the Issuer's initial public offering. |