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S-3/A 1 d407021ds3a.htm S-3/A
As filed with the Securities and Exchange Commission on May 5, 2021
Registration No. 333-253485
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Clovis Oncology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 90-0475355
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
5500 Flatiron Parkway, Suite 100
Boulder, Colorado 80301
(303) 625-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Patrick J. Mahaffy
President and Chief Executive Officer
Clovis Oncology, Inc.
5500 Flatiron Parkway, Suite 100
Boulder, Colorado 80301
(303) 625-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas Mark, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
Paul Gross
Executive Vice President and General Counsel
Clovis Oncology, Inc.
5500 Flatiron Parkway, Suite 100
Boulder, Colorado 80301
(303) 625-5000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ?
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box ?
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ?
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ? Accelerated filer ?
Non-accelerated filer ? Smaller reporting company ?
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ?
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
Clovis Oncology, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-3 (File No. 333-253485) (“Amendment No. 1”) as an exhibit-only filing solely to file an updated auditor consent as Exhibit 23.1 (the “Consent”). This Amendment No. 1 consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages and the Consent. Part I of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution.
The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the securities being registered. All amounts shown are estimates, except the Securities and Exchange Commission registration fee.
Item Amoun
tto be Paid
Securities and Exchange Commission registration fee
$ 21,820
Legal fees and expenses
400,000 *
Accountants’ fees and expenses
180,000 *
Printing expenses
75,000 *
Miscellaneous
20,000 *
Total
$ 696,820 *
*
Since an indeterminate number of issuances are covered by this registration statement, the expenses in connection with the issuance and distribution of the securities registered hereby are not currently determinable. The amounts shown are estimates of expenses payable by us in connection with the filing of this registration statement and one offering hereunder.
Item 15. Indemnification of directors and officers.
Limitation on liability and indemnification of directors and officers
Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Our certificate of incorporation provides that we will indemnify to the fullest extent permitted by Delaware corporate law each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of us) by reason of the fact that he or she is or was our director or officer, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
Our certificate of incorporation also provides that we will indemnify any Indemnitee who was or is a party or threatened to be made a party to any threatened pending or completed action, suit or proceeding by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was our director or officer, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless and only to the extent that the court determines that, despite such adjudication but in view of all of the circumstances, he or she is fairly and reasonably entitled to indemnification for such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection therewith. If we don’t assume the defense, expenses must be advanced to an Indemnitee under certain circumstances.
II-1
In addition, we have entered into indemnification agreements with each of our directors and named executive officers and intend to enter into indemnification agreements with any new director and certain executive officers in the future.
We maintain a general liability insurance policy which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.
Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities in their capacity as members of our board of directors.
The underwriting agreement we will enter into in connection with an offering of our securities may also provide that the underwriters will indemnify, under certain conditions, our directors and officers (as well as certain other persons) against certain liabilities arising in connection with such offering.
See also the undertakings set out in response to Item 17 herein.
Item 16. Exhibits.
Exhibit
Number
Exhibit Description
1.1* Form of Underwriting Agreement
3.1(1) Amended and Restated Certificate of Incorporation of Clovis Oncology, Inc.
3.2(2) Certificate of Amendment to Amended and Restated Certificate of Incorporation of Clovis Oncology, Inc.
3.3(1) Amended and Restated Bylaws of Clovis Oncology, Inc.
3.3(5) Amendment No. 1 to the Amended and Restated Bylaws of Clovis Oncology, Inc.
4.1(3) Form of Common Stock Certificate of Clovis Oncology, Inc.
4.2(4) Indenture, dated as of April 19, 2018, between Clovis Oncology, Inc. and The Bank of New York Mellon Trust Company, N.A.
4.3 Form of Debt Security (included in exhibit 4.2)
4.4* Form of Certificate of Designation
4.5* Form of Preferred Stock Certificate
4.6* Form of Warrant Agreement
4.7* Form of Warrant Certificate
5.1** Opinion of Willkie Farr & Gallagher LLP regarding the validity of the securities being registered
23.1 Consent of Independent Registered Public Accounting Firm
23.2** Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1)
24.1** Power of Attorney (included in the signature pages of the Registration Statement filed on February 25, 2021)
25.1** Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture
(1)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2012.
(2)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2019.
(3)
Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-175080) filed with the Securities and Exchange Commission on August 31, 2011.
II-2
(4)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2018.
(5)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2020.
*
To be filed by amendment or pursuant to a report to be filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, if applicable, and incorporated herein by reference.
**
Previously filed.
Item 17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission, or the SEC, pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
II-3
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on May 5, 2021.
CLOVIS ONCOLOGY, INC.
By:
/s/ Patrick J. Mahaffy
Patrick J. Mahaffy
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date
/s/ Patrick J. Mahaffy
Patrick J. Mahaffy
President and Chief Executive Officer; Director
(Principal Executive Officer)
May 5, 2021
*
Executive Vice President and May 5, 2021
Daniel W. Muehl
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
*
Director May 5, 2021
Brian Atwood
*
Director May 5, 2021
Robert W. Azelby
*
Director May 5, 2021
James C. Blair
*
Director May 5, 2021
Richard A. Fair
*
Director May 5, 2021
Keith Flaherty
*
Director May 5, 2021
Ginger L. Graham
*
Director May 5, 2021
Paul Klingenstein
*
Director May 5, 2021
Edward J. McKinley
*
Director May 5, 2021
Thorlef Spickschen
II-5
Paul Gross, by signing his name below, signs this document on behalf of each of the above named persons specified by an asterisk (*), pursuant to a power of attorney duly executed by such person and filed with the Securities and Exchange Commission in the Registrant’s Registration Statement on February 25, 2021.
Nice POP
Nice, good luck with the Pinch.
Nice pre market from the news, and nice news.
BEST
Nice looking. Great low volume green Candle, 5dam crossed and support, SAR flippered, oversold and poking out. Would like to see POS DI cross or direction cross. lil resis 1.6, 1.7 1.9 ish. Sure has potential, added to radar.
Appreciate the response and pretty much agree with you on the Pinch of MUX. I did not find it on a pinch scan, just thought an interesting chart, my apologies for sharing on the incorrect board. I believe even a small pinch can reflect a near bottom or reversal, not that MUX was very strong of a pinch or labeled one. But after you pointed out that it was not a pinch I had to go look, lol lol lol. And found the lil pinch. lol
Yes sometimes my scan will find a pincher runner, lol lol. Main reason I started sharing them on here. I did not take a position though. I believe I require 400,000 in Volume, would have to look at the code and miss some pinchers. So I enjoy charting others members pinch finds and always refining my TA and learning. And trying to remember, have not been charting for a few years.
Keep it LOUD and Proud
Rock on.
Added to radar, starting to turn and could move easy with mostly long term resis. Like to see the 5 dma cross and pos di move. 5, 10 and 20dma for support. Almost flipped the SAR. Interesting, can it hold.
Nice, on radar, it did not come up in my scan, just ran it to compare, wonder what I have different in my scan.
Around the first of Feb it was. ADX 26 PPO -3
and the SHORTS. Wow. Good earnings could squeeze.
Nice PPS heading up. Looks like it might be good Fins.
MUX bumped its head on the top boli and ichi cloud, all MA's under for support, should power through, nice volume
RMED No support in sight, Pinch is building stronger.
SCO Testing new lows, no support in sight but all 3 MFI's in a rising trend. PPS looks to be heading lower. Winding up
CDZI is chugging along nicely. IMO a sweet sweet pinch. Pos di cross, chewing up past resis with steady volume.
OTCQB Eligibility Requirements
-U.S. companies must have audited annual financials by a PCAOB auditor. (Tier 2 Regulation A Companies are exempt from requirement to use a PCAOB auditor for their initial audit)
-Meet minimum bid price test of $0.01
-Not be in bankruptcy
-Have at least 50 Beneficial Shareholders, each owning at least 100 shares
-Have a freely traded Public Float of at least 10% of the total issued and outstanding of that security.
-Companies with a freely traded Public Float of at least 5% (and $2 million in market value of public float), or a separate class of securities traded on a national exchange may apply for an exemption (see OTCQB Standards)
-Have a transfer agent that participates in the Transfer Agent Verified Share Program
(US Companies only)
-International companies must be listed on a Qualified Foreign Exchange (or SEC Reporting) and submit a Letter of Introduction from an approved OTCQB Sponsor
-Reporting Requirements
-Meet one of the following Reporting Standards:
-SEC Reporting Standard
-Regulation A Reporting Standard (Tier 2)
-U.S. Bank Reporting Standard
-International Reporting Standard
-Alternative Reporting Standard
-Timely disclosure of material news
-Corporate Governance Requirements (Alternative Reporting only)
-Have a board of directors that includes at least two Independent Directors
-Have an Audit Committee, a majority of the members of which are Independent Directors
-Verification Requirements
-Maintain a Verified Company Profile
-Post initial and annual verification and management certification
OTCQB Eligibility Requirements
-U.S. companies must have audited annual financials by a PCAOB auditor. (Tier 2 Regulation A Companies are exempt from requirement to use a PCAOB auditor for their initial audit)
-Meet minimum bid price test of $0.01
-Not be in bankruptcy
-Have at least 50 Beneficial Shareholders, each owning at least 100 shares
-Have a freely traded Public Float of at least 10% of the total issued and outstanding of that security.
-Companies with a freely traded Public Float of at least 5% (and $2 million in market value of public float), or a separate class of securities traded on a national exchange may apply for an exemption (see OTCQB Standards)
-Have a transfer agent that participates in the Transfer Agent Verified Share Program
(US Companies only)
-International companies must be listed on a Qualified Foreign Exchange (or SEC Reporting) and submit a Letter of Introduction from an approved OTCQB Sponsor
-Reporting Requirements
-Meet one of the following Reporting Standards:
-SEC Reporting Standard
-Regulation A Reporting Standard (Tier 2)
-U.S. Bank Reporting Standard
-International Reporting Standard
-Alternative Reporting Standard
-Timely disclosure of material news
-Corporate Governance Requirements (Alternative Reporting only)
-Have a board of directors that includes at least two Independent Directors
-Have an Audit Committee, a majority of the members of which are Independent Directors
-Verification Requirements
-Maintain a Verified Company Profile
-Post initial and annual verification and management certification
Amended Statement of Ownership (sc 13g/a)
April 12 2021 - 11:53AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDED FILING
Clovis Oncology Inc
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
189464100
(CUSIP NUMBER)
03/31/2021
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
(X) RULE 13D-1 (B)
( ) RULE 13D-1 (C)
( ) RULE 13D-1 (D)
*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 13G Page 2 of 7 Pages
1. NAME OF REPORTING PERSON: STATE STREET CORPORATION
I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 04-2456637
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
9,574,714
7. SOLE DISPOSITIVE POWER
0 SHARES
8. SHARED DISPOSITIVE POWER
9,892,877
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,892,877
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.46%
12. TYPE OF REPORTING PERSON
HC
CUSIP NO: 189464100 13G Page 3 of 7 Pages
1. NAME OF REPORTING PERSON: SSGA FUNDS MANAGEMENT, INC.
I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON: 04-3555193
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BOSTON, MASSACHUSETTS
5. SOLE VOTING POWER
0 SHARES
6. SHARED VOTING POWER
8,373,145
7. SOLE DISPOSITIVE POWER
0 SHARES
8. SHARED DISPOSITIVE POWER
8,390,311
9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,390,311
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.03%
12. TYPE OF REPORTING PERSON
IA
CUSIP NO: 189464100 13G Page 4 of 7 Pages
ITEM 1.
(A) NAME OF ISSUER
Clovis Oncology Inc
(B) ADDRESS OF ISSUER`S PRINCIPAL EXECUTIVE OFFICES
5500 Flatiron Parkway Boulder CO 80301 United States
ITEM 2.
(A) NAME OF PERSON FILING
STATE STREET CORPORATION
SSGA FUNDS MANAGEMENT, INC.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IN NONE,
RESIDENCE
STATE STREET FINANCIAL CENTER
ONE LINCOLN STREET
BOSTON, MA 02111
(FOR ALL REPORTING PERSONS)
(C) CITIZENSHIP: SEE ITEM 4 (CITIZENSHIP OR PLACE OF
ORGANIZATION) OF COVER PAGES
(D) TITLE OF CLASS OF SECURITIES
Common Stock
(E) CUSIP NUMBER:
189464100
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
SEE ITEM 12(TYPE OF REPORTING PERSON) OF THE COVER PAGE
FOR EACH REPORTING PERSON AND THE TABLE BELOW, WHICH EXPLAINS
THE MEANING OF THE TWO LETTER SYMBOLS APPEARING IN ITEM 12 OF
THE COVER PAGES.
SYMBOL CATEGORY
BK BANK AS DEFINED IN SECTION 3(A) (6) OF THE ACT.
IC INSURANCE COMPANY AS DEFINED IN SECTION 3 (A) (19)
OF THE ACT
IC INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF
THE INVESTMENT COMPANY ACT OF 1940.
IA AN INVESTMENT ADVISOR IN ACCORDANCE WITH RULE
13D-1(B) (1) (II) (E).
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CDZI moved through the resistance with fairly low volume. Nice gains since 3/28
IMO nice chart and pinch.
I enjoy the results of my modified pinch scan. Hope to get lucky and continue to find more.
RMED testing low support of November, fell through the support of the 4.60 range that has held for the last few trading sessions.
GRAY sure fell through support.
Nice news, turned the chart.
New pinch scan list on radar
edu
fold
nuze
raca
ride
rmed already on radar and looking better
spro
sumo
yq
other interesting chart
mux
Makes for a sexy daily chart. Would like to see pos di cross, fast and full sto turn up. Looks like could just use some VOLUME.
Yeah it has been a while since I have posted charts, do not remember it being easy then, lol, rusty. Everybody has their own style and set up and it is nice to see others and their trading styles.
TY just my view point
Not sure if this chart will show.
https://stockcharts.com/h-sc/ui
Looking really nice on the daily. Interesting MacD cross. Wound up tight, oversold, looking to pop. Nice Volume today. Looks to be turning, lets see pos di move, it should all 3 mfi's moving up. Lots of clear sailing if she moves, sitting right on the 5ma, sar flipped. Nice support. Might have to take a position, to me it is looking ripe.
yep I have hit them early, IMO early, usually wait for confirm, depends on the play though. Looks like lil resis at 5.25 and more at 5.80 ish and 6.4.
Nice thanks for sharing the play
Still in SCO, in at 6.887. It has tried my patients several times, the weekly chart has kept me in so far and it has not crossed my thresh hold for this position. It was to be more of a long term pinch, but I could have taken profits a couple times. Do not like tying up funds for sideways, lol. nice flag setting up though. strong pinch when I entered.
Nice, looks like it might drop and test support a lil, but you have a good position. Just some volume would be nice, would like to se the pos di a bit stronger and cross over, would like to have seen the 5ma cross the 10ma, mfi's pointing up, trix 6,3 crossed trix 9,3 not yet, wm% buried at 84.24. fast and full stoly turned up. She is trying to turn.
Interesting entry point RMED
ONE is the only I saw being a daily pincher.
yes about when I took a position. If I would have known of the board I would have posted it. Had not ran a scan for a while. Looked pretty good, then not sure if the Annual report had any influence. I was thinking nice slow up tick, market thought otherwise, or looking like it. Nice pinch to take a shot at.
Any thoughts on CDZI?
Not really much of a Fin's type when looking at a pinch set up, just by happenchance the report came out, off of what seems(ed) a bottom and possible reason for the turn, but support did not hold and looks weak. So I guess the Market did not like the Fin's.
Unfortunately I found it a smidgey late and at the time did not see this board where SCO was alerted. I am rusty as heck charting but truly enjoy it and enjoy others view points.
A bazzillion years ago I learnt some from Tina and just getting back into it.
Found CLVS last year from a pinch set up at about 3.75, flipped it 2 or 3 times for pretty cheap shares and it rose to 15. Re learning exit strategy.
Looking forward to learning new and better TA techniques for trading.
It is SCO annual report. Thought it might be interesting to read before the open if any reader had a position and did not see it.
cdzi
Not sure how the link will come out, it has been a while since I have posted one.
https://schrts.co/WeiSUQYj
On Radar Tonight's scan
vygr
exrof
cldr
cdzi
Macd cross rsi explosion GREAT volume trix 15,9 set to cross adx pos di corss and running 5dma cross the 10dma with nice support