SEC Form 4: Gross Paul Edward converted options into 10,248 shares and sold $4,649 worth of shares (4,730 units at $0.98), increasing direct ownership by 6% to 98,330 units (for tax liability)
$CLVS
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Clovis Oncology, Inc. [ CLVS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/01/2022 | M | 5,623 | A | (1) | 98,435 | D | |||
| Common Stock | 11/02/2022 | S | 2,595(2) | D | $0.9829(3) | 95,840 | D | |||
| Common Stock | 11/01/2022 | M | 4,625 | A | (1) | 100,465 | D | |||
| Common Stock | 11/02/2022 | S | 2,135(2) | D | $0.9829(3) | 98,330 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 11/01/2022 | M | 5,623 | (4) | (4) | Common Stock | 5,623 | $0.00 | 5,625 | D | ||||
| Restricted Stock Units | (1) | 11/01/2022 | M | 4,625 | (5) | (5) | Common Stock | 4,625 | $0.00 | 23,125 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit represents the right to receive one share of Common Stock. |
| 2. Represents the shares automatically sold by the reporting person pursuant to an election to satisfy tax withholding obligations in connection with the vesting of the Restricted Stock Units listed in Table II. This sale does not represent a discretionary trade by the reporting person. |
| 3. This transaction was executed in multiple trades at prices ranging from $0.9621 to $0.9830. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 4. On February 1, 2019, the reporting person was granted 89,982 Restricted Stock Units. 25% of such Restricted Stock Units vested on February 1, 2020, and the remainder vests in substantially equal installments over the 12 quarters immediately following such date. |
| 5. On January 31, 2020, the reporting person was granted 74,000 Restricted Stock Units. 25% of such Restricted Stock Units vested on February 1, 2021, and the remainder vests in substantially equal installments over the 12 quarters immediately following such date. |
| Remarks: |
| Executive Vice President and General Counsel |
| /s/ Paul Gross | 11/02/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||