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13G Filing: Great Point Partners and Kura Oncology Inc (KURA)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Great Point Partners 0 1,638,461 0 1,638,461 1,638,461 5.92%
Dr. Jeffrey R. Jay, M.D 0 1,638,461 0 1,638,461 1,638,461 5.92%
Mr. David Kroin 0 1,638,461 0 1,638,461 1,638,461 5.92%
Jeffrey Jay And David Kroin
Jeffrey Jay And David Kroin
Great Point Partners

Page 1 of 10 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Schedule 13G

 

Under the Securities Exchange
Act of 1934


(Amendment No. )*

 

Kura
Oncology, Inc.

(Name of Issuer)

Common
Stock

(Title of Class of Securities)

50127T109

(CUSIP Number)

August
11, 2017

(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)
o Rule 13d-1(c)
o 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).

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.

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Page 2 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
2 of 9 Pages
1.

NAMES OF REPORTING PERSONS

Great Point Partners, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):

37-1475292

2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3. SEC
USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

1,638,461

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,638,461

9.

AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,638,461

10.

CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)

o

11.

PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.92%1

12.

TYPE
OF REPORTING PERSON
(See Instructions)

IA

1 Based
on a total of 27,687,986 shares outstanding, as reported by the Issuer in a Prospectus
Supplement filed with the SEC on August 11, 2017.

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Page 3 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
3 of 9 Pages
1.

NAMES OF REPORTING PERSONS

Dr. Jeffrey R. Jay, M.D.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):

2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3. SEC
USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

1,638,461

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,638,461

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

1,638,461

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)

5.92%2

12.

TYPE OF REPORTING PERSON (See Instructions)

IN

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Page 4 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
4 of 9 Pages
1.

NAMES OF REPORTING PERSONS

Mr. David Kroin

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):

2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

o

(b)

o

3. SEC
USE ONLY
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

1,638,461

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

1,638,461

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

1,638,461

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)

o
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)

5.92%2

12.

TYPE OF REPORTING PERSON (See Instructions)

IN

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Page 5 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
5 of 9 Pages

Item 1.

(a) Name
of Issuer
Kura Oncology,
Inc.
(b) Address of Issuer’s
Principal Executive Offices
11119 N. Torrey
Pines Road, Suite 125, La Jolla, CA 92037

Item 2.

(a) Name of Person Filing
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Mr. David Kroin
The Reporting Persons have entered into a Joint Filing Agreement, dated August 21, 2017, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b) Address of Principal Business Office, or if none, Residence
The address of the principal business office of each of the Reporting
Persons is
165 Mason Street, 3rd Floor
Greenwich, CT 06830
(c) Citizenship
Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware.  Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
50127T109
Item
3.
If
this statement is filed pursuant to §240.13d-1(b) or 240.13d.2(b) or (c), check whether the person filing is a:
Not Applicable.
(a) o Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C.
78c).
(d) o Investment Company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

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Page 6 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
6 of 9 Pages
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i) o A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item
4.
Ownership
Biomedical
Value Fund, L.P. (“BVF”) is the record owner of 431,408 shares (the “BVF Shares”).  Great Point
Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to
be the beneficial owner of the BVF Shares.  Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior
managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point,
has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of
the BVF Shares.
Biomedical Offshore
Value Fund, Ltd. (“BOVF”) is the record owner of 616,944 shares (the “BOVF Shares”). Great Point is
the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares.  Each
of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting
and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.
GEF-SMA, L.P.
(“GEF-SMA”) is the record owner of 460,068 shares (the “GEF-SMA Shares”).  Great Point is
the investment manager with respect to the GEF-SMA Shares, and by virtue of such status may be deemed to be the beneficial
owner of the GEF-SMA Shares.  Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special
managing member of Great Point, has voting and investment power with respect to the GEF-SMA Shares, and therefore may be deemed
to be the beneficial owner of the GEF-SMA Shares.
Class D Series
of GEF-PS, L.P. (“GEF-PS”) is the record owner of 130,041 shares (the “GEF-PS Shares”).

Great Point is the investment manager with respect to the GEF-PS Shares, and by virtue of such
status may be deemed to be the beneficial owner of the GEF-PS Shares.  Each of Dr. Jay, as senior managing member
of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to
the GEF-PS Shares, and therefore may be deemed to be the beneficial owner of the GEF-PS Shares.
Notwithstanding
the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares, the GEF-SMA
Shares and the GEF-PS Shares, except to the extent of their respective pecuniary interests.
Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
1. Great
Point Partners, LLC
(a) Amount beneficially
owned:  1,638,461
(b) Percent of class:  5.92%2
(c) Number of shares
as to which the person has:

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Page 7 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
7 of 9 Pages
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote:  1,638,461
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  1,638,461
2. Dr. Jeffrey R. Jay, M.D.
(a) Amount beneficially owned:  1,638,461
(b) Percent of class:  5.92%2
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote: 1,638,461
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  1,638,461
3. Mr. David Kroin
(a) Amount beneficially owned:  1,638,461
(b) Percent of class:  5.92%2
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:  0
(ii) Shared power to vote or to direct the vote:  1,638,461
(iii) Sole power to dispose or to direct the disposition of:  0
(iv) Shared power to dispose or to direct the disposition of:  1,638,461
Item
5.
Ownership
of Five Percent or Less of a Class

If this statement is being
filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following o.

Item
6.
Ownership
of More than Five Percent on Behalf of Another Person:

See Item 4.

Item
7.
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item
8.
Identification
and Classification of Members of the Group

Not Applicable.

Item
9.
Notice
of Dissolution of Group

Not Applicable.

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Page 8 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
8 of 9 Pages
Item
10.
Certification

By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as participant in any transaction having that purpose or effect.

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Page 9 of 10 – SEC Filing

CUSIP
No.  50127T109
13G Page
9 of 9 Pages

SIGNATURE

After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 21, 2017

GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
  /s/ Dr. Jeffrey R. Jay, M.D.
DR. JEFFREY R. JAY, M.D.
  /s/ Mr. David Kroin
MR. DAVID KROIN

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Page 10 of 10 – SEC Filing

Exhibit
A

AGREEMENT REGARDING THE
JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree
as follows:

(i)        Each of them is individually
eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them;
and

(ii)       Each of them is responsible
for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: August 21, 2017

GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
  /s/ Dr. Jeffrey R. Jay, M.D.
DR. JEFFREY R. JAY, M.D.
  /s/ Mr. David Kroin
MR. DAVID KROIN
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