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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 | ||||||||
| Common Stock Warrants (right to buy) | $ 6.74 | 09/16/2015 | J(6) | 274 | 04/04/2011 | 04/04/2016 | Common Stock | 274 | $ 0 | 0 | I | See Footnote (5) (6) | |||
| Common Stock Warrants (right to buy) | $ 6.74 | 09/16/2015 | J(6) | 137 (7) | 04/04/2011 | 04/04/2016 | Common Stock | 137 | $ 0 | 137 | D | ||||
| Common Stock Warrants (right to buy) | $ 6.74 | 09/16/2015 | J(6) | 137 (8) | 04/04/2011 | 04/04/2016 | Common Stock | 137 | $ 0 | 137 | D | ||||
| Common Stock Warrants (right to buy) | $ 6.74 | 04/04/2011 | 04/04/2016 | Common Stock | 310,003 | 310,003 | I | See Footnote (5) (9) | |||||||
| Common Stock Warrants (right to buy) | $ 6.74 | 04/04/2011 | 04/04/2016 | Common Stock | 3,479 | 3,479 | I | See Footnote (5) (10) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY US 10065 |
X | |||
| BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY US 10065 |
X | |||
| BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY US 10065 |
X | |||
| Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE 21ST FLOOR NEW YORK, NY US 10065 |
X | |||
| By: Baker Bros. Advisors LP Name: Scott L. Lessing Title: President /s/ Scott L. Lessing | 09/16/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Felix J. Baker | 09/16/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Julian C. Baker | 09/16/2015 | |
| **Signature of Reporting Person | Date | |
| BY: Name: Scott L. Lessing Title: President /s/ Scott L. Lessing | 09/16/2015 | |
| **Signature of Reporting Person | Date | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker | 09/16/2015 | |
| **Signature of Reporting Person | Date | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Title President /s/ Scott L. Lessing | 09/16/2015 | |
| **Signature of Reporting Person | Date | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker Bros. Investments II, L.P., pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments II, L.P. Title President /s/ Scott L. Lessing | 09/16/2015 | |
| **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) | As a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 40,308 shares of Common Stock of Mirati Therapeutics, Inc. (the "Issuer") directly held by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. |
| (2) | On September 16, 2015, 667, L.P.("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences") purchased 10,780 and 139,220 shares of the Common Stock of the Issuer, respectively, pursuant to an underwritten public offering. |
| (3) | After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| (4) | After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| (5) | Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to 14159, Life Sciences, and Baker Bros. Investments II, L.P. (collectively, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (6) | Represents 137 warrants to purchase Common Stock of the Issuer distributed by Baker Bros. Investments II, L.P. to each of Julian C. Baker and Felix J. Baker as part of an in-kind pro rata distribution in accordance with the pecuniary interest of Felix J. Baker and Julian C. Baker in Baker Bros. Investments II, L.P. for no consideration. |
| (7) | Reflects warrants to purchase Common Stock of the Issuer held by Felix J. Baker received in the in-kind pro rata distribution without consideration reported above. Such distribution did not result in a change in pecuniary interest. |
| (8) | Reflects warrants to purchase Common Stock of the Issuer held by Julian C. Baker received in the in-kind pro rata distribution without consideration reported above. Such distribution did not result in a change in pecuniary interest. |
| (9) | As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 310,003 warrants to purchase Common Stock of the Issuer beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| (10) | As a result of their ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 3,479 warrants to purchase Common Stock of the Issuer beneficially owned by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. |