Sec Form 4 Filing - Reisman Neil @ Mirati Therapeutics, Inc. - 2019-01-11

FORM 4 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 Reisman Neil 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) 11682 EL CAMINO REAL, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2019 (Street) SAN DIEGO, CA92130 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 01/11/2019 M 10,000 A $ 27 23,131 D Common Stock 01/11/2019 M 15,972 A $ 4.05 39,103 D Common Stock 01/11/2019 F 5,656 D $ 59.5 ( 1 ) 33,447 D Common Stock 01/11/2019 F 50 D $ 60.2 33,397 D Common Stock 1,565,560 I See footnote ( 2 ) Common Stock 513,630 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 Employee Stock Option (right to buy) $ 27 01/11/2019 M 10,000 ( 4 ) 03/06/2019( 6 ) Common Stock 10,000 $ 0 0 D Employee Stock Option (right to buy) $ 4.05 01/11/2019 M 15,972 ( 5 ) 03/06/2019( 6 ) Common Stock 15,972 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reisman Neil 11682 EL CAMINO REAL, SUITE 320 SAN DIEGO, CA92130 X Signatures /s/ Neil Reisman 01/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the weighted average sale price. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price. The range of prices for such transaction is $59.10 to $60.00. ( 2 )These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). The reporting person may be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Braslyn Ltd., (ii) Boxer Capital, (iii) Boxer Asset Management Inc., (iv) MVA Investors, LLC ("MVA Investors"), (v) Tuesday Thirteen Inc., (vi) Joseph C. Lewis, (vii) Rodney W. Lappe, (viii) Ivan M. Lieberburg, (ix) Aaron I. Davis, (x) the reporting person, (xi) Shehan B. Dissanayake, and (xii) Christopher Fuglesang. The reporting person is a member of Boxer Capital. The reporting person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein. ( 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 )On January 18, 2018, the reporting person was granted an option to purchase 10,000 shares of common stock. 1/12th of the shares underlying the option vest each month until the shares subject to the option are fully vested on the one-year anniversary of the date of grant. On December 6, 2018, in connection with the resignation of the reporting person from the board of directors (the "Board"), vesting under the option was fully accelerated. ( 5 )On June 22, 2017, the reporting person was granted an option to purchase 25,000 shares of common stock. 1/36th of the shares underlying the option vest each month until the shares subject to the option are fully vested on the three-year anniversary of the date of grant. On December 6, 2018, in connection with the resignation of the reporting person from the Board, vesting under the option was accelerated through May 31, 2019. ( 6 )The reporting person had 90 days from the date of his resignation from the Board to exercise his vested options.

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).

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