Sec Form 3 Filing - Harwin Peter Evan @ Mirati Therapeutics, Inc. - 2016-01-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Harwin Peter Evan
2. Issuer Name and Ticker or Trading Symbol
Mirati Therapeutics, Inc. [ MRTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
440 STEVENS AVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
01/14/2016
(Street)
SOLANA BEACH,, CA92075
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,591 D ( 1 )
Common Stock 1,232,093 I See Footnote ( 2 )
Common Stock 429,340 I See Footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to purchase) $ 7.86 ( 4 ) 11/21/2017 Common Stock 189,780 D ( 2 )
Warrant (right to purchase) $ 7.86 ( 4 ) 11/21/2017 Common Stock 78,186 D ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harwin Peter Evan
440 STEVENS AVE, SUITE 100
SOLANA BEACH,, CA92075
X
Signatures
/s/ Peter E. Harwin 01/15/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are owned directly by the reporting person, who may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital, LLC ("Boxer Capital"), (ii) Boxer Asset Management Inc. ("Boxer Management"), (iii) MVA Investors, LLC ("MVA Investors"), (iv) Braslyn Ltd., (v) Joe Lewis, (vi) the reporting person, (vii) Christopher Fuglesang, (viii) Rodney W. Lappe, (ix) Ivan M. Lieberburg, (x) Aaron I. Davis, (xi) Neil Reisman, (xii) Shehan B. Dissanayake, and (xiii) William N. Harwin 2012 Gift Trust F/B/O Peter Harwin. The reporting person is a member of Boxer Capital. On January 14, 2016, Boxer Capital transferred 791,139 shares of the common stock of the issuer, pro rata for no consideration as part of an internal reorganization.
( 2 )These securities are owned directly by Boxer Capital, and indirectly by the reporting person, Boxer Management and Joe Lewis, by virtue of their ownership in Boxer Capital. The reporting person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein. On January 14, 2016, Boxer Capital transferred 791,139 shares of the common stock of the issuer, pro rata for no consideration as part of an internal reorganization.
( 3 )These securities are owned directly and solely by MVA Investors, which has sole voting and dispositive power with respect to these securities. The reporting person is a member of MVA Investors. The reporting person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.
( 4 )The warrants are not exercisable to the extent that, following exercise of such warrants, the warrant holder would beneficially own more than 19.99% of the issuer's common stock.
( 5 )These securities are owned directly and solely by MVA Investors. The reporting person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein.

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