FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nanda Nisha 		2. Issuer Name and Ticker or Trading Symbol

Loxo Oncology, Inc. [ LOXO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Development Officer
(Last)          (First)          (Middle)

C/O LOXO ONCOLOGY, INC., 281 TRESSER BOULEVARD, 9TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2019
(Street)

STAMFORD, CT 06901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   2/15/2019     D (1)    18896   D $235.00   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $1.184   2/15/2019     D   (1)       16983      (2) 3/3/2024   Common Stock   16983   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $1.184   2/15/2019     D   (1)       14828      (2) 3/3/2024   Common Stock   14828   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $3.648   2/15/2019     D   (1)       4557      (2) 6/18/2024   Common Stock   4557   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $13.67   2/15/2019     D   (1)       10861      (2) 12/18/2024   Common Stock   10861   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $31.69   2/15/2019     D   (1)       9228      (2) 12/15/2025   Common Stock   9228   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $27.00   2/15/2019     D   (1)       14870      (2) 9/14/2026   Common Stock   14870   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $26.27   2/15/2019     D   (1)       18375      (2) 12/5/2026   Common Stock   18375   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $43.56   2/15/2019     D   (1)       12000      (2) 3/14/2027   Common Stock   12000   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $84.88   2/15/2019     D   (1)       75000      (2) 1/3/2028   Common Stock   75000   $235.00   (2) 0   D    
Employee Stock Option (Right to Buy)   $139.77   2/15/2019     D   (1)       37000      (2) 1/1/2029   Common Stock   37000   $235.00   (2) 0   D    

Explanation of Responses:
(1)  Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated January 5, 2019, between Eli Lilly and Company, an Indiana corporation ("Lilly"), Bowfin Acquisition Corporation, Inc., a Delaware corporation and a wholly owned subsidiary of Lilly ("Merger Sub"), and Loxo Oncology, Inc., a Delaware corporation ("Loxo Oncology"), Merger Sub will merge with and into Loxo Oncology, with Loxo Oncology surviving as a wholly owned subsidiary of Lilly (the "Merger"). Pursuant to the Merger Agreement each issued and outstanding shares (the "Shares") of Loxo common stock, par value $0.0001 per share, was purchased at a price of $235.00 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to withholding taxes.
(2)  Pursuant to the Merger Agreement, as of immediately prior to the Effective Time, each Loxo Oncology stock option that is then-outstanding and unvested shall become immediately vested and exercisable in full. At the Effective Time, each Loxo Oncology stock option that is outstanding under the Loxo Oncology Equity Incentive Plans (including any unvested Loxo stock options for which the vesting was accelerated immediately prior to the Effective Time as described above) will be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the number of Shares issuable under such option multiplied by (y) the excess, if any, of (A) the Offer Price over (B) the per share exercise price of such option. Any outstanding option with an exercise price equal to or greater than the Offer Price will be cancelled for no consideration at the Effective Time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nanda Nisha
C/O LOXO ONCOLOGY, INC.
281 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901

Chief Development Officer

Signatures
/s/Jennifer Burstein, by power of attorney 2/15/2019
** 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).
** 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 control number.
LOXO ONCOLOGY, INC. (NASDAQ:LOXO)
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LOXO ONCOLOGY, INC. (NASDAQ:LOXO)
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