Schedule 13G

Filed by: PERCEPTIVE ADVISORS LLC
Total Shares: 1,829,206
Subject Company: Mirati Therapeutics Inc - View Complete Ownership History Backtest
Filed as of Date: 05/16/2019
Event Date: 05/09/2019
Overall % Ownership: 5.1

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Perceptive Advisors LLC 0 1,829,206 0 1,829,206 1,829,206 5.1%
Joseph Edelman 0 1,829,206 0 1,829,206 1,829,206 5.1%
Perceptive Life Sciences Master Fund, Ltd 0 1,829,206 0 1,829,206 1,829,206 5.1%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-19-148629.txt : 20190516
0001193125-19-148629.hdr.sgml : 20190516
20190516083132
ACCESSION NUMBER:		0001193125-19-148629
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20190516
DATE AS OF CHANGE:		20190516
GROUP MEMBERS:		JOSEPH EDELMAN
GROUP MEMBERS:		PERCEPTIVE LIFE SCIENCES MASTER FUND , LTD.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mirati Therapeutics, Inc.
		CENTRAL INDEX KEY:			0001576263
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				462693615
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87670
		FILM NUMBER:		19830608

	BUSINESS ADDRESS:	
		STREET 1:		9393 TOWNE CENTRE DRIVE
		STREET 2:		SUITE 200
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121
		BUSINESS PHONE:		858-332-3410

	MAIL ADDRESS:	
		STREET 1:		9393 TOWNE CENTRE DRIVE
		STREET 2:		SUITE 200
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PERCEPTIVE ADVISORS LLC
		CENTRAL INDEX KEY:			0001224962
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		51 ASTOR PLACE, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003
		BUSINESS PHONE:		646-205-5300

	MAIL ADDRESS:	
		STREET 1:		51 ASTOR PLACE, 10TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003
SC 13G 1 d749958dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Mirati Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

60468T 105

(CUSIP Number)

May 9, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


CUSIP No. 60468T 105  

 

  1   

NAMES OF REPORTING PERSONS

 

Perceptive Advisors LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,829,206

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,829,206

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,829,206

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA

 


CUSIP No. 60468T 105  

 

  1   

NAMES OF REPORTING PERSONS

 

Joseph Edelman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,829,206

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,829,206

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,829,206

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 


CUSIP No. 60468T 105  

 

  1   

NAMES OF REPORTING PERSONS

 

Perceptive Life Sciences Master Fund, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,829,206

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,829,206

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,829,206

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 


Item 1(a).

Name of Issuer:

Mirati Therapeutics, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

9393 Towne Centre Drive, Suite 200, San Diego, California 92121

 

Item 2(a).

Names of Persons Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Perceptive Advisors LLC (“Perceptive Advisors”)

Joseph Edelman (“Mr. Edelman”)

Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”)

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

51 Astor Place, 10th Floor

New York, NY 10003

 

Item 2(c).

Citizenship:

Perceptive Advisors is a Delaware limited liability company

Mr. Edelman is a United States citizen

The Master Fund is a Cayman Islands corporation

 

Item 2(d).

Title of Class of Securities:

Common stock, $0.001 par value per share (“Common Stock”)

 

Item 2(e).

CUSIP Number:

60468T 105

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 36,047,127 outstanding shares of Common Stock as reported on the Issuer’s Form 10-Q filed on April 29, 2019.

The Master Fund directly holds 1,829,206 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund.


Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:    May 16, 2019

 

PERCEPTIVE ADVISORS LLC
By:   /s/ Joseph Edelman
  Name:   Joseph Edelman
  Title:   Managing Member

 

/s/ Joseph Edelman
JOSEPH EDELMAN

 

PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By:   Perceptive Advisors LLC
By:   /s/ Joseph Edelman
  Name:   Joseph Edelman
  Title:   Managing Member


EXHIBIT 1

AGREEMENT

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Date:    May 16, 2019

 

PERCEPTIVE ADVISORS LLC
By:   /s/ Joseph Edelman
  Name:   Joseph Edelman
  Title:   Managing Member

 

/s/ Joseph Edelman
JOSEPH EDELMAN

 

PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By:   Perceptive Advisors LLC
By:   /s/ Joseph Edelman
  Name:   Joseph Edelman
  Title:   Managing Member

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