Edgar Filing: SCHOEMAKER KATHLEEN K

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHOEMAKER KATHLEEN K

2. Issuer Name and Ticker or Trading Symbol
Clovis Oncology, Inc. [CLVS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC, ONE PALMER SQUARE

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2011

(Street)

PRINCETON, NJ 08542

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2011		C		409,192	A	⁽¹⁾	409,192	I	By Domain Partners VII, L.P. ⁽³⁾
Common Stock	11/21/2011		C		409,192	A	⁽¹⁾	818,384	I	By Domain Partners VII, L.P. ⁽³⁾
Common Stock	11/21/2011		C		885,696	A	⁽¹⁾	1,704,080	I	By Domain Partners VII, L.P. ⁽³⁾
Common Stock	11/21/2011		C		370,799	A	⁽²⁾	2,074,879	I	By Domain Partners VII, L.P. ⁽³⁾
Common Stock	11/21/2011		P		916,058	A	$ 13	2,990,937	I	By Domain Partners VII, L.P. ⁽³⁾
Common Stock	11/21/2011		C		6,979	A	⁽¹⁾	6,979	I	By DP VII Associates, L.P. ⁽³⁾
Common Stock	11/21/2011		C		6,979	A	⁽¹⁾	13,958	I	By DP VII Associates, L.P. ⁽³⁾
Common Stock	11/21/2011		C		15,106	A	⁽¹⁾	29,064	I	By DP VII Associates, L.P. ⁽³⁾
Common Stock	11/21/2011		C		6,324	A	⁽²⁾	35,388	I	By DP VII Associates, L.P. ⁽³⁾
Common Stock	11/21/2011		P		15,625	A	$ 13	51,013	I	By DP VII Associates, L.P. ⁽³⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽¹⁾

11/21/2011

1,186,657

⁽¹⁾

Common Stock

409,192

$ 0

By Domain Partners VII, L.P. ⁽³⁾

Series A-2 Preferred Stock

⁽¹⁾

11/21/2011

1,186,657

⁽¹⁾

Common Stock

409,192

$ 0

By Domain Partners VII, L.P. ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/21/2011

2,568,521

⁽¹⁾

Common Stock

885,696

$ 0

By Domain Partners VII, L.P. ⁽³⁾

Convertible Promissory Note

⁽²⁾

11/21/2011

$ 4,703,771

⁽²⁾

Common Stock

370,799 ⁽²⁾

$ 0

By Domain Partners VII, L.P. ⁽³⁾

Series A-1 Preferred Stock

⁽¹⁾

11/21/2011

20,240

⁽¹⁾

Common Stock

6,979

$ 0

By DP VII Associates, L.P. ⁽³⁾

Series A-2 Preferred Stock

⁽¹⁾

11/21/2011

20,240

⁽¹⁾

Common Stock

6,979

$ 0

By DP VII Associates, L.P. ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/21/2011

43,809

⁽¹⁾

Common Stock

15,106

$ 0

By DP VII Associates, L.P. ⁽³⁾

Convertible Promissory Note

⁽²⁾

11/21/2011

$ 80,229

⁽²⁾

Common Stock

6,324 ⁽²⁾

$ 0

By DP VII Associates, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHOEMAKER KATHLEEN K C/O DOMAIN ASSOCIATES, LLC ONE PALMER SQUARE PRINCETON, NJ 08542		X

Signatures

/s/Kathleen K. Schoemaker		11/21/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	All outstanding shares of the Issuer's preferred stock were automatically converted into Common Stock upon the closing of the Issuer's initial public offering (the "IPO"), for no additional consideration.
(2)	The Convertible Promissory Note, plus interest accrued thereon through the closing of the IPO, automatically converted into Common Stock upon the closing of the IPO, based on the IPO price of $13.00 per share.
(3)	The Reporting Person also indirectly beneficially owns 32,758 shares of Common Stock held by Domain Associates, LLC. The Reporting Person is a Managing Member of One Palmer Square Associates VII, LLC, which is the sole general partner of Domain Partners VII, L.P. and DP VII Associates, L.P. and Domain Associates, LLC. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.