Sec Form 4 Filing - ORBIMED ADVISORS LLC @ Turning Point Therapeutics, Inc. - 2019-04-22

Insider filing report for Changes in Beneficial Ownership
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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
ORBIMED ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol
Turning Point Therapeutics, Inc. [ TPTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TURNING POINT THERAPEUTICS, INC., 10628 SCIENCE CENTER DRIVE, STE. 225
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2019
(Street)
SAN DIEGO, CA92121
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 04/22/2019 C 1,120,730 ( 1 ) A 1,120,730 I See footnote ( 2 ) ( 3 )
Common Stock 04/22/2019 C 546,820 ( 1 ) A 1,667,550 I See footnote ( 2 ) ( 3 )
Common Stock 04/22/2019 P( 4 ) 360,000 A $ 18 2,027,550 I See footnote ( 2 ) ( 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
Series C Preferred Stock ( 1 ) 04/22/2019 C 4,314,809 ( 1 ) ( 1 ) Common Stock 1,120,730 $ 0 0 I See footnote ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 04/22/2019 C 2,105,259 ( 1 ) ( 1 ) Common Stock 546,820 $ 0 0 I See footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
C/O TURNING POINT THERAPEUTICS, INC.
10628 SCIENCE CENTER DRIVE, STE. 225
SAN DIEGO, CA92121
X
OrbiMed Capital GP VI LLC
C/O TURNING POINT THERAPEUTICS, INC.
10628 SCIENCE CENTER DRIVE, STE. 225
SAN DIEGO, CA92121
X
Signatures
/s/ Douglas Coon, Chief Compliance Officer 04/24/2019
Signature of Reporting Person Date
/s/ Douglas Coon, Chief Compliance Officer 04/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Automatic conversion, in connection with the Issuer's initial public offering, of each share of preferred stock into 0.25974026 shares of common stock. The shares have no expiration date.
( 2 )These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VII") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI VI and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.
( 3 )This report on Form 4 is jointly filed by GP VI and OrbiMed Advisors. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange At of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons have designated a representative, currently Carl L. Gordon ("Gordon"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Gordon is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 4 )The shares were purchased at the Issuer's initial public offering.

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