Sec Form 4 Filing - TANG KEVIN C @ Odonate Therapeutics, Inc. - 2018-12-11

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 *
TANG KEVIN C
2. Issuer Name and Ticker or Trading Symbol
Odonate Therapeutics, Inc. [ ODT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
4747 EXECUTIVE DRIVE, SUITE 510
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2018
(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 12/11/2018 P 5,450 A $ 15.2528 ( 1 ) 12,767,788 I ( 2 ) By LP ( 2 )
Common Stock 12/12/2018 P 4,550 A $ 15.6522 ( 3 ) 12,772,338 I ( 2 ) By LP ( 2 )
Common Stock 12/12/2018 P 10,000 A $ 15.7728 ( 4 ) 12,782,338 I ( 2 ) By LP ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TANG KEVIN C
4747 EXECUTIVE DRIVE
SUITE 510
SAN DIEGO, CA92121
X X Chief Executive Officer
TANG CAPITAL PARTNERS LP
4747 EXECUTIVE DRIVE
SUITE 510
SAN DIEGO, CA92121
X
TANG CAPITAL MANAGEMENT LLC
4747 EXECUTIVE DRIVE
SUITE 510
SAN DIEGO, CA92121
X
Lemkey John G
4747 EXECUTIVE DRIVE
SUITE 510
SAN DIEGO, CA92121
Chief Operating Officer
Hearne Michael S
4747 EXECUTIVE DRIVE
SUITE 510
SAN DIEGO, CA92121
Chief Financial Officer
Signatures
/s/ Kevin Tang 12/13/2018
** Signature of Reporting Person Date
/s/ Kevin Tang, Managing Member of Tang Capital Management, LLC, General Partner 12/13/2018
** Signature of Reporting Person Date
/s/ Kevin Tang, Managing Member 12/13/2018
** Signature of Reporting Person Date
/s/ John Lemkey 12/13/2018
** Signature of Reporting Person Date
/s/ John Lemkey, as attorney-in-fact for Michael Hearne 12/13/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $15.08 to $15.42. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the SEC Staff, upon request, full information regarding the number of shares purchased at each price within the ranges set forth in footnotes 1 and 3 through 4 herein.
( 2 )The securities are beneficially owned by Tang Capital Partners, LP ("TCP"). Kevin Tang is the sole manager of Tang Capital Management,LLC ("TCM"), which is the general partner of TCP. The shares reported as beneficially owned by TCP include a total of 154,285 shares ofcommon stock that are held of record by Odonate Holdings, LLC ("Holdings"). Holdings has granted a proxy to TCP giving TCP the sole authorityto vote such shares. John Lemkey is the Chief Operating Officer of Odonate Therapeutics, Inc., as well as Chief Operating Officer of TCM. Michael Hearne is the Chief Financial Officer of Odonate Therapeutics, Inc., as well as Chief Financial Officer of TCM. Mr. Tang, Mr. Lemkey and Mr. Hearne each have a pecuniary interest in a portion of the shares beneficially held by TCP.
( 3 )The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $15.30 to $16.00.
( 4 )The prices reported in Column 4 are weighted-average prices. These shares were purchased in multiple transactions at prices ranging from $15.43 to $16.00.

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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