Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Odonate Therapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 |
| (Title of Class of Securities) |
| 676079106 |
| (CUSIP Number) |
Odonate Holdings, LLC
4747 Executive Drive, Suite 510
San Diego, CA 92121
| (858) 200-3830 |
| (Name, Address and Telephone Number of Person Authorized to |
| Receive Notices and Communications) |
| September 23, 2019 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| Page 1 of 5 |
| CUSIP NO. 676079106 | 13D | Page 2 of 5 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Odonate Holdings, LLC | ||
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ý | ||
| 3. |
SEC Use Only
| ||
| 4. |
Source of Funds WC | ||
| 5. |
Check If Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) ☐ | ||
| 6. |
Citizenship or Place of Organization Delaware | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power 0 | |
| 8. |
Shared Voting Power 0 | ||
| 9. |
Sole Dispositive Power 1,550,643 | ||
| 10. |
Shared Dispositive Power 0 | ||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,550,643 | ||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ | ||
| 13. |
Percent of Class Represented by Amount in Row (11) 4.8% | ||
| 14 |
Type of Reporting Person OO | ||
| Page 2 of 5 |
Explanatory Note: This Amendment No. 2 relates to and amends the Statement of Beneficial Ownership on Schedule 13D/A of Odonate Holdings, LLC, a Delaware limited liability company (the “Reporting Person”), initially filed by the Reporting Person with the Securities and Exchange Commission on December 18, 2017 and amended on November 9, 2018 (as amended, the “Statement”), with respect to the Common Stock, $0.01 par value (the “Common Stock”), of Odonate Therapeutics, Inc., a Delaware corporation (the “Issuer”).
Items 3 and 5 of the Statement are hereby amended to the extent hereinafter expressly set forth. Ex cept as amended hereby, the original disclosure set forth in the Statement shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended to add the following:
Since November 9, 2018: (i) 320,108 shares of the Issuer’s Common Stock have been transferred from the Reporting Person to the Issuer and cancelled; and (ii) 315,702 shares of the Issuer’s Common Stock have been distributed to members as a result of participants in the Odonate Management Holdings Equity Incentive Plan exercising incentive units. No monetary consideration was received in connection with these transactions.
Item 5. Interest in Securities of the Issuer.
The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following:
(a) Amount beneficially owned and percentage of class:
| Odonate Holdings, LLC | 1,550,643 shares, representing 4.8% of the class |
Odonate Holdings, LLC is the beneficial owner of 1,550,643 shares of the Issuer’s Common Stock. Pursuant to the arrangements described in Item 6 of this Statement, Odonate Holdings, LLC has granted: (i) the Issuer a proxy directing the Issuer to vote the 1,550,643 shares of the Issuer’s Common Stock held by Odonate Holdings, LLC for the benefit of Odonate Management Holdings, LLC, with such vote to be cast in the same proportion as the votes cast by other holders of the Issuer’s Common Stock; and (ii) Tang Capital Partners, LP ("TCP") a proxy granting TCP the authority, at TCP's discretion, to vote the 154,285 shares of the Issuer’s Common Stock held by Odonate Holdings, LLC for the benefit of TCP. Odonate Holdings, LLC disclaims beneficial ownership of the 154,285 shares held for the benefit of TCP, as Odonate Holdings, LLC has no voting or dispositive control over the shares.
(b) Voting and disposition powers:
Sole power to vote or direct the vote: 0 shares
Shared power to vote or direct the vote: 0 shares
Sole power to dispose or direct the disposition: 1,550,643 shares
Shared power to dispose or direct the disposition: 0 shares
| Page 3 of 5 |
(c) The Reporting Person has engaged in the following transactions in the Issuer’s Common Stock during the last 60 days.
| Entity | Transaction | Date | Shares |
| Odonate Holdings, LLC | Distribution | September 20, 2019 | 15,904 |
| Odonate Holdings, LLC | Distribution | September 23, 2019 | 77,331 |
| Odonate Holdings, LLC | Distribution | September 24, 2019 | 73,960 |
| Odonate Holdings, LLC | Transfer | September 30, 2019 | 178,857 |
(d) N/A.
(e) On September 30, 2019, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.
* * *
| Page 4 of 5 |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the following Reporting Persons certifies that the information set forth in this statement is true, complete and correct.
October 2, 2019
| Odonate Holdings, LLC | |||
| By: | /s/ Michael Hearne | ||
| Michael Hearne, Chief Financial Officer | |||
Page 5 of 5