UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Redeemable Convertible Preferred Stock | Â (1) | Â (1) | Common Stock | 1,121,384 | $ (1) | D (2) (3) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Onyx Therapeutics, Inc. ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799 |
 |  X |  |  |
AMGEN INC ONE AMGEN CENTER DRIVE THOUSAND OAKS, CA 91320-1799 |
 |  X |  |  |
/s/ David A. Piacquad, Senior Vice President, Business Development on behalf of Onyx Therapeutics, Inc. and Amgen Inc. | 06/20/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 more fully described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-225194), upon completion of the Issuer's initial public offering, each share of Series A redeemable convertible preferred stock will automatically convert into one share of the Issuer's common stock. |
(2) | These shares are owned directly by Onyx Therapeutics, Inc., or Onyx, an indirect wholly-owned subsidiary of Amgen Inc., or Amgen. Amgen may be deemed to beneficially own securities held by Onyx, but disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
(3) | 10% beneficial ownership is calculated in accordance with SEC rules based on the number of shares of the Issuer's common stock outstanding on the date hereof and the conversion of only the reporting person's shares of preferred stock. Upon the closing of the Issuer's initial public offering, the shares held by the reporting persons will represent less than 10% beneficial ownership of the outstanding shares of common stock. |