13D Filing: James Flynn’s Deerfield Management Takes 9.99% Stake in Newly-Public AveXis, Inc. (AVXS)

Page 13 of 17

Page 13 of 17 SEC Filing

CUSIP No.
05366U100
Page 15 of 20 Pages
(7)           Deerfield Mgmt III
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  1,623,089
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  1,623,089
(8)           Flynn
Sole power to vote or direct the vote:  0
Shared power to vote or direct the vote:  2,236,700
Sole power to dispose or to direct the disposition:  0
Shared power to dispose or direct the disposition:  2,236,700
Flynn is the sole member of the general partner of each of Deerfield Mgmt, Deerfield Mgmt III and Deerfield Management.  Deerfield Mgmt is the general partner, and Deerfield Management is the investment advisor, of Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master Fund.  Deerfield Mgmt III is the general partner, and Deerfield Management is the investment advisor, of Deerfield Private Design Fund III.
(c)  On February 17, 2016, in connection with the closing of the Company’s initial public offering, all shares of Class B-1 Preferred Stock, Class C Preferred Stock and Class D Preferred Stock were automatically converted into shares of Common Stock on a basis of 1 share of Common Stock for 1 share of Preferred Stock (after giving effect to a 1.38-for-1 forward stock split of the Preferred Stock effected by the Company on February 1, 2016). The number of shares of Common Stock acquired by the Reporting Persons upon such conversion is:
Deerfield Private Design Fund III
1,368,385
 
Deerfield Special Situations Fund
117,998
 
In addition, in connection with the Company’s initial public offering, Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners and Deerfield International Master Fund acquired, for $20.00 per share, 163,702, 122,793, 88,000 and 112,000 shares, respectively.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Pursuant to the terms of the Investors’ Rights Agreement, holders of such securities at the time of execution of the agreement (including Deerfield Special Situations Fund and Deerfield Private Design Fund III) are entitled to rights with respect to the registration of their Common Stock under the Securities Act of 1933, as amended.
As an employee of Deerfield Management, all grants received by Mr. Leff as a director of the Company are for the benefit of Deerfield Management.  In this regard, on February 10, 2016 Mr. Leff received stock options for the purchase of an aggregate of 26,496 shares of Common Stock, which grants are held for the benefit of Deerfield Management.

Follow Avexis Inc.

Page 13 of 17