Statement of Ownership (sc 13g)
August 19 2019 - 4:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Clovis Oncology, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
189464100
(CUSIP Number)
August 9, 2019
(Date of Event Which Requires Filing of
this Statement)
Check the following box to designate the rule pursuant to which
the Schedule is filed:
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
189464100
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.P.
13-3695715
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
2,818,021
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
2,824,321
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,824,321
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
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11.
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Percent of Class Represented by Amount in Row (9)
5.0%
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12.
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Type of Reporting Person (See Instructions)
IA, PN
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CUSIP No.
189464100
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David E. Shaw
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
2,818,021
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
2,824,321
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,824,321
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
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11.
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Percent of Class Represented by Amount in Row (9)
5.0%
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12.
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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(a)
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Name of Issuer
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Clovis Oncology, Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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5500 Flatiron Parkway, Suite 100
Boulder, CO 80301
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Item 2.
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(a)
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Name of Person Filing
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D. E. Shaw & Co., L.P.
David E. Shaw
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(b)
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Address of Principal Business Office or, if none, Residence
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The business address for each reporting person is:
1166 Avenue of the Americas, 9
th
Floor
New York, NY 10036
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(c)
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Citizenship
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D. E. Shaw & Co., L.P. is a limited partnership organized
under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share
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(e)
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CUSIP Number
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189464100
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
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Not Applicable
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Item 4.
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Ownership
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As of August 9, 2019:
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(a)
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Amount beneficially owned:
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D. E. Shaw & Co., L.P.:
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2,824,321 shares
This is composed of (i) 836,467 shares in the name
of D. E. Shaw Valence Portfolios, L.L.C., (ii) 70,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has
the right to acquire through the exercise of call options, (iii) 1,720,445 shares that D. E. Shaw Valence Portfolios,
L.L.C. has the right to acquire through convertible securities, (iv) 75,667 shares in the name of D. E. Shaw Oculus
Portfolios, L.L.C., (v) 108 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (vi) 121,634 shares under
the management of D. E. Shaw Investment Management, L.L.C.
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David E. Shaw:
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2,824,321 shares
This is composed of (i) 836,467 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C., (ii) 70,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through
the exercise of call options, (iii) 1,720,445 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through convertible securities, (iv) 75,667 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (v) 108 shares
in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (vi) 121,634 shares under the management of D. E. Shaw
Investment Management, L.L.C.
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D. E. Shaw & Co., L.P.:
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5.0%
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David E. Shaw:
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5.0%
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(c)
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Number of shares to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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D. E. Shaw & Co., L.P.:
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-0- shares
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David E. Shaw:
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-0- shares
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(ii)
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Shared power to vote or to direct the vote:
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D. E. Shaw & Co., L.P.:
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2,818,021 shares
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David E. Shaw:
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2,818,021 shares
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(iii)
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Sole power to dispose or to direct the disposition
of:
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D. E. Shaw & Co., L.P.:
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-0- shares
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David E. Shaw:
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-0- shares
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(iv)
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Shared power to dispose or to direct the disposition
of:
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D. E. Shaw & Co., L.P.:
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2,824,321 shares
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David E. Shaw:
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2,824,321 shares
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David E. Shaw does not own any shares directly. By virtue of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of
D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus
Portfolios, L.L.C. and the managing member of D. E. Shaw Investment Management, L.L.C. and D. E. Shaw Adviser, L.L.C., which in
turn is the investment adviser of D. E. Shaw Asymptote Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President
and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C.,
which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C. and the managing
member of D. E. Shaw Manager, L.L.C., which in turn is the manager of D. E. Shaw Asymptote Portfolios, L.L.C., David E. Shaw may
be deemed to have the shared power to vote or direct the vote of 2,818,021 shares, and the shared power to dispose or direct the
disposition of 2,824,321 shares, the 2,824,321 shares as described above constituting 5.0% of the outstanding shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of
such 2,824,321 shares.
Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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By signing below, each of D. E. Shaw & Co., L.P.
and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of
Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, is attached hereto.
Dated: August 19, 2019
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D. E. Shaw & Co., L.P.
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Chief Compliance Officer
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David E. Shaw
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By:
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/s/ Nathan Thomas
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Nathan Thomas
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Attorney-in-Fact for David E. Shaw
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