Sec Form 13D Filing - Boxer Capital LLC filing for Mirati Therapeutics Inc. (MRTX) - 2023-10-12

This Amendment No. 18 (“Amendment No. 18” or this “Amendme nt”) amends and supplements the statement on Schedule 13D filed on November 4, 2013 (the “Original Filing”) by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”) and Joe Lewis, as amended by Amendment No. 1 filed on February 2, 2015, Amendment No. 2 filed on September 18, 2015, Amendment No. 3 filed on January 6, 2016 (“Amendment No. 3”), Amendment No. 4 filed on January 15, 2016 (“Amendment No. 4”), Amendment No. 5 filed on March 17, 2016, Amendment No. 6 filed on June 8, 2016, Amendment No. 7 filed on June 24, 2016, Amendment No. 8 filed on September 28, 2016, Amendment No. 9 filed on January 10, 2017, Amendment No. 10 filed on January 30, 2017, Amendment No. 11 filed on June 27, 2017, Amendment No. 12 filed on November 20, 2017, Amendment No. 13 filed on May 23, 2019, Amendment No. 14 filed on July 19, 2019, Amendment No. 15 filed on February 14, 2020, Amendment No. 16 filed on November 2, 2020 and Amendment No. 17 filed on August 16, 2023. Amendment No. 3 was an original filing for Braslyn Ltd. (“Braslyn”). Amendment No. 4 was an original filing for Aaron I. Davis, Shehan B. Dissanayake, Christopher Fuglesang and Ivan M. Lieberburg. Amendment No. 16 was an original filing for Lockend Five, LLC (“Lockend Five”). As previously disclosed, there has ceased to be any basis on which Mr. Lieberburg may be required to jointly file on Schedule 13D with the other Reporting Persons regarding the Issuer. Boxer Capital, Boxer Management, MVA Investors, Braslyn, Lockend Five, Joe Lewis, Aaron I. Davis, Shehan B. Dissanayake and Christopher Fuglesang are collectively referred to herein as the “Reporting Persons.” The Original Filing, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 18. Capitalized terms used and not defined in this Amendment No. 18 have the meanings set forth in the Original Filing, as amended.

Item 4. Purpose of Transaction.

This Amendment supplements the disclosure in Item 4 of the Original Filing, as previously amended, by adding the following:

On October 10, 2023, the Issuer filed a Current Report on Form 8-K (the “Merger 8-K”) with the United States Securities and Exchange Commission, announcing that on October 8, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bristol-Myers Squibb Company, a Delaware corporation (“Parent”), and Vineyard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As described in the Merger 8-K, at the effective time of the Merger (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares, in each case as defined in the Merger Agreement) will automatically be converted into the right to receive (i) cash in an amount equal to $58.00, without interest and subject to any applicable tax withholdings (the “Closing Consideration”) and (ii) one contingent value right (a “CVR”) representing the right to receive $12.00 in cash, without interest and subject to any applicable tax withholdings, if a specified milestone is achieved, pursuant to the CVR Agreement (as defined and further described in the Merger 8-K). In connection with Issuer’s entry into the Merger Agreement, Parent entered into a Voting and Support Agreement with Boxer Capital and MVA Investors (the “Voting Agreement”), whereby Boxer Capital and MVA Investors have agreed, among other matters, to vote, respectively, 3,201,440 and 287,866 shares of Common Stock in favor of the adoption of the Merger Agreement, and regarding certain additional customary related matters including regarding restrictions on transfer with respect to the shares of Common Stock subject to the Voting Agreement.

The preceding descriptions of the Merger, the Merger Agreement and the Voting Agreement are qualified, in each case as applicable, by reference to the Merger 8-K and the exhibits thereto, including the Voting Agreement, the Merger Agreement (and its exhibits) and the press release furnished therewith.

Item 5. Interest in Securities of the Issuer.

This Amendment supplements the disclosure in Item 5(b) of the Original Filing, as previously amended, by adding the following: