Edgar Filing: Clovis Oncology, Inc.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â KLINGENSTEIN PAUL H

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

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

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 4000

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

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

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

(Street)

SAN FRANCISCO,Â CAÂ 94111

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	174,868	$ ⁽¹⁾	I	By Aberdare Ventures IV, L.P. ⁽³⁾
Series A-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,490	$ ⁽¹⁾	I	By Aberdare Partners IV, L.P. ⁽³⁾
Series A-2 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	174,868	$ ⁽¹⁾	I	By Aberdare Ventures IV, L.P. ⁽³⁾
Series A-2 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,490	$ ⁽¹⁾	I	By Aberdare Partners IV, L.P. ⁽³⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	378,503	$ ⁽¹⁾	I	By Aberdare Ventures IV, L.P. ⁽³⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	7,554	$ ⁽¹⁾	I	By Aberdare Partners IV, L.P. ⁽³⁾
5% Convertible Note due 2012	Â ⁽²⁾	05/25/2012	Common Stock	158,439	$ ⁽²⁾	I	By Aberdare Ventures IV, L.P. ⁽³⁾
5% Convertible Note due 2012	Â ⁽²⁾	05/25/2012	Common Stock	3,162	$ ⁽²⁾	I	By Aberdare Partners IV, L.P. ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLINGENSTEIN PAUL H ONE EMBARCADERO CENTER, SUITE 4000 SAN FRANCISCO,Â CAÂ 94111	Â X	Â	Â	Â

Signatures

/s/ Paul H. Klingenstein		03/22/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock will automatically convert into the Issuer's Common Stock on a 2.9 for 1 basis immediately prior to the closing of the Issuer's initial public offering. The shares have no expiration date.
(2)	The outstanding principal and accrued and unpaid interest on the Convertible Notes shall automatically be converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering at the Issuer's initial public offering price per share.
(3)	The Reporting Person is a Managing Director of Aberdare GP IV, L.L.C. ("Aberdare GP IV") which serves as the sole General Partner of Aberdare Ventures IV, L.P. ("Aberdare Ventures IV") and Aberdare Partners IV, L.P. ("Aberdare Partners IV"). As such, the Reporting Person shares voting and investment control over the securities owned by Aberdare Ventures IV and Aberdare Partners IV, and may be deemed to own beneficially the securities held by Aberdare Ventures IV and Aberdare Partners IV. Aberdare GP IV however owns no securities of the Issuer directly. The Reporting Person disclaims beneficial ownership of the shares held by Aberdare Ventures IV and Aberdare Partners IV except to the extent of his proportionate pecuniary interest therein.

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