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^*

Hearne Michael S

(Last)

(First)

(Middle)

C/O ODONATE THERAPEUTICS, INC.

4747 EXECUTIVE DRIVE, SUITE 510

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2018

3. Issuer Name and Ticker or Trading Symbol
Odonate Therapeutics, Inc. [ ODT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

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	591	D
Common Stock	12,742,338	I⁽¹⁾	By LP⁽¹⁾

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)
Employee Stock Option (Right to Buy)	⁽²⁾	04/13/2028	Common Stock	58	$21.65	D
Employee Stock Option (Right to Buy)	⁽³⁾	04/30/2028	Common Stock	60	$21.08	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	05/15/2028	Common Stock	55	$23.17	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	05/31/2028	Common Stock	53	$23.99	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	06/15/2028	Common Stock	23	$26.52	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	06/29/2028	Common Stock	29	$22.08	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	07/13/2028	Common Stock	27	$23.95	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	07/31/2028	Common Stock	32	$19.77	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	08/15/2028	Common Stock	34	$18.74	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	08/31/2028	Common Stock	33	$19.19	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	09/14/2028	Common Stock	33	$19.13	D
Employee Stock Option (Right to Buy)	⁽¹³⁾	09/28/2028	Common Stock	32	$19.41	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾	10/15/2028	Common Stock	40	$16.09	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾	10/31/2028	Common Stock	44	$14.5	D
Employee Stock Option (Right to Buy)	⁽¹⁶⁾	11/15/2028	Common Stock	38	$16.52	D

Explanation of Responses:

1. The securities are beneficially owned by Tang Capital Partners, LP ("TCP"). Tang Capital Management, LLC ("TCM") is the general partner of TCP. The shares reported as beneficially owned by TCP include a total of 154,285 shares of common stock that are held of record by Odonate Holdings, LLC ("Holdings"). Holdings has granted a proxy to TCP giving TCP the sole authority to vote such shares. Michael S. Hearne is the Chief Financial Officer of Odonate Therapeutics, Inc., as well as Chief Financial Officer of TCM. Mr. Hearne has a pecuniary interest in a portion of the shares beneficially held by TCP.

2. The stock options vest with respect to 25% of the underlying shares on 4/13/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

3. The stock options vest with respect to 25% of the underlying shares on 4/30/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

4. The stock options vest with respect to 25% of the underlying shares on 5/15/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

5. The stock options vest with respect to 25% of the underlying shares on 5/31/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

6. The stock options vest with respect to 25% of the underlying shares on 6/15/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

7. The stock options vest with respect to 25% of the underlying shares on 6/29/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

8. The stock options vest with respect to 25% of the underlying shares on 7/13/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

9. The stock options vest with respect to 25% of the underlying shares on 7/31/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

10. The stock options vest with respect to 25% of the underlying shares on 8/15/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

11. The stock options vest with respect to 25% of the underlying shares on 8/31/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

12. The stock options vest with respect to 25% of the underlying shares on 9/14/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

13. The stock options vest with respect to 25% of the underlying shares on 9/28/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

14. The stock options vest with respect to 25% of the underlying shares on 10/15/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

15. The stock options vest with respect to 25% of the underlying shares on 10/31/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

16. The stock options vest with respect to 25% of the underlying shares on 11/15/2019, with the remaining shares vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer through each vesting date.

Remarks:

	/s/ John G. Lemkey, as attorney-in-fact for Michael S. Hearne	11/29/2018
	** 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.