Odonate Therapeutics Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EcoR1 Capital, LLC

(Last)

(First)

(Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2021		P		185,941⁽²⁾	A	$1.66	5,701,669	I	See Note 1⁽¹⁾
Common Stock	12/01/2021		S		185,941⁽²⁾	D	$1.66	5,701,669	I	See Note 1⁽¹⁾
Common Stock	12/09/2021		S		156,669⁽³⁾	D	$1.819	5,545,000	I	See Note 1⁽¹⁾
Common Stock	12/10/2021		S		5,000,000⁽⁴⁾	D	$1.66	545,000	I	See Note 1⁽¹⁾
Common Stock	12/10/2021		S		545,000⁽⁵⁾	D	$1.5549	0	I	See Note 1⁽¹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The filing persons (the "Filers") are EcoR1 Capital, LLC ("EcoR1"), Oleg Nodelman and EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund"). EcoR1 is the general partner and investment adviser of private funds, including Qualified Fund (collectively, the "Funds"). Mr. Nodelman is the manager and controlling owner of EcoR1. EcoR1 is filing this Form 4 for itself, Mr. Nodelman and Qualified Fund. The Filers are filing this Form 4 jointly, but not as a group, and each expressly disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended. The Funds held these securities directly for the benefit of their investors. EcoR1 indirectly beneficially owned them as the investment adviser to the Funds, and Mr. Nodelman indirectly beneficially owned them as the control person of EcoR1. The Filers disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interests therein.

2. These securities were transferred from another Fund managed by EcoR1 to Qualified Fund as part of a periodic rebalancing of the portfolios of the Funds. After this transaction, Qualified Fund held 5,185,698 shares of the Issuer's Common Stock, and the other fund held 515,971 shares.

3. Qualified Fund sold 142,491 of these shares. After this transaction, Qualified Fund held 5,043,207 shares of the Issuer's Common Stock.

4. Qualified Fund sold 4,547,500 of these shares. After this transaction, Qualified Fund held 495,707 shares of the Issuer's Common Stock.

5. Qualified Fund sold 495,707 of these shares. After this transaction, Qualified Fund held no shares of the Issuer's Common Stock.

	Oleg Nodelman, Manager of EcoR1 Capital, LLC	12/10/2021
	** 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 4 (b)(v).
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Odonate Therapeutics (ODTC) Form 4Change in insider ownership