SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Allen Andrew R

(Last)

(First)

(Middle)

C/O CLOVIS ONCOLOGY, INC.

2525 28TH STREET, SUITE 100

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2011

3. Issuer Name and Ticker or Trading Symbol
Clovis Oncology, Inc. [ CLVS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See General Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	201,150⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,567	⁽²⁾	D
Series A-2 Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,567	⁽²⁾	D
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	7,721	⁽²⁾	D
Convertible Promissory Notes	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/08/2021	Common Stock	68,965	$3.28	D

Explanation of Responses:

1. 25% of these shares vested on May 12, 2009, and 1/48th of the remaining shares vest on each monthly anniversary of such date.

2. The reported securities are convertible at any time, in whole or in part, at the option of the reporting person, have no expiration date, and will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering.

3. The outstanding $40,000 principal amount of these 5% convertible promissory notes and all accrued and unpaid interest thereon from and after May 25, 2011 will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering at a conversion price equal to the per share price to the public of the Common Stock sold in the Issuer's initial public offering.

4. The option is immediately exercisable as to both vested and unvested shares. The option shall vest as to 25% of the shares on March 8, 2012 and the remainder shall vest in substantially equal installments over the 36 months immediately following such date. To the extent the reporting person exercises the option as to unvested shares, the reporting person will receive restricted shares that will vest in accordance with the vesting schedule for the option.

Remarks:

Executive Vice President of Clinical and Pre-Clinical Development and Chief Medical Officer

	/s/ Andrew R. Allen	11/15/2011
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.