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 |
---|---|---|---|---|---|---|
Deerfield Mgmt | 0 | 1,214,423 | 0 | 1,214,423 | 1,214,423 | 4.38% |
Deerfield Mgmt III | 0 | 889,230 | 0 | 889,230 | 889,230 | 3.21% |
Deerfield Management Company | 0 | 2,103,653 | 0 | 2,103,653 | 2,103,653 | 7.59% |
Deerfield Special Situations Fund | 0 | 514,423 | 0 | 514,423 | 514,423 | 1.86% |
Deerfield Partners | 0 | 308,000 | 0 | 308,000 | 308,000 | 1.11% |
Deerfield International Master Fund | 0 | 392,000 | 0 | 392,000 | 392,000 | 1.41% |
Deerfield Private Design Fund III | 0 | 889,230 | 0 | 889,230 | 889,230 | 3.21% |
James E. Flynn | 0 | 2,103,653 | 0 | 2,103,653 | 2,103,653 | 7.59% |
Page 1 of 18 – SEC Filing
24, 2017
* 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 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).
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Page 2 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 2 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Mgmt, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 1,214,423 (1) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 1,214,423 (1) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,214,423 (1) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.38% | ||
12. | TYPE OF REPORTING PERSON* PN |
(1)
Comprised of Common Stock held by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International
Master Fund, L.P., of which Deerfield Mgmt, L.P. is the general partner.
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Page 3 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 3 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Mgmt III, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 889,230 (2) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 889,230 (2) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 889,230 (2) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.21% | ||
12. | TYPE OF REPORTING PERSON* PN |
(2) Comprised of Common Stock held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general
partner.
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Page 4 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 4 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Management Company, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 2,103,653 (3) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 2,103,653 (3) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,103,653 (3) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.59% | ||
12. | TYPE OF REPORTING PERSON* PN |
Comprised of Common Stock held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P.,
Deerfield Partners, L.P. and Deerfield International Master Fund, L.P., of which Deerfield Management Company, L.P. is the
investment advisor.
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Page 5 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 5 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Special Situations Fund, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 514,423 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 514,423 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 514,423 | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.86% | ||
12. | TYPE OF REPORTING PERSON* PN |
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Page 6 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 6 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Partners, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 308,000 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 308,000 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 308,000 | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.11% | ||
12. | TYPE OF REPORTING PERSON* PN |
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Page 7 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 7 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield International Master Fund, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 392,000 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 392,000 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,000 | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.41% | ||
12. | TYPE OF REPORTING PERSON* PN |
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Page 8 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 8 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Deerfield Private Design Fund III, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 889,230 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 889,230 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 889,230 | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.21% | ||
12. | TYPE OF REPORTING PERSON* PN |
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Page 9 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 9 of 15 |
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James E. Flynn | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) ý | |
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 2,103,653 (4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 2,103,653 (4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,103,653 (4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.59% | ||
12. | TYPE OF REPORTING PERSON* IN |
held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield
International Master Fund, L.P.
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Page 10 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 10 of 15 |
The sole purpose of this Amendment No.
2 to Schedule 13G is to reflect the addition of Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. as reporting
persons.
Item 1(a). | Name of Issuer: | |
Audentes Therapeutics, Inc. | ||
Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
600 California Street, 17th Floor | ||
Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations | ||
Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Special Situations | ||
Item 2(c). | Citizenship: | |
Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Management Company, L.P., Deerfield Private Design Fund III, L.P. Deerfield International James E. Flynn – United States citizen | ||
Item 2(d). | Title of Class of Securities: | |
Common Stock, par value $0.00001 per share | ||
Item 2(e). | CUSIP Number: | |
05070R104 | ||
Item 3. | If This Statement is Filed Pursuant to | |
(a) | ☐ | Broker or dealer registered under Section 15 of the |
(b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of |
(d) | ☐ | Investment company registered under Section 8 of the |
(e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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Page 11 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 11 of 15 |
(f) | ☐ | An employee benefit plan or endowment fund in accordance |
(g) | ☐ | A parent holding company or control person in accordance |
(h) | ☐ | A savings association as defined in Section 3(b) of |
(i) | ☐ | A church plan that is excluded from the definition |
(j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
(k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4. | Ownership. | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
(a) | Amount beneficially owned**: | ||
Deerfield Deerfield Mgmt III, L.P. – 889,230 shares Deerfield Management Company, L.P. – Deerfield Special Situations Fund, L.P. – 514,423 shares Deerfield Partners, L.P. – 308,000 shares Deerfield International Master Fund, L.P. – 392,000 shares Deerfield Private Design Fund III, L.P. – 889,230 shares James E. Flynn – 2,103,653 shares | |||
(b) | Percent of class**: | ||
Deerfield Deerfield Mgmt III, L.P. – 3.21% Deerfield Management Company, L.P. – 7.59% Deerfield Special Deerfield Partners, L.P. – 1.11% Deerfield International Master Fund, L.P. – 1.41% Deerfield Private Design Fund III, L.P. – 3.21% James E. Flynn – 7.59% | |||
(c) | Number of shares as to which such person has**: | ||
(i) | Sole power to vote or to direct the vote: | All Reporting Persons 0 | |
(ii) | Shared power to vote or to direct the vote: | Deerfield Mgmt, L.P. – 1,214,423 Deerfield Mgmt III, L.P. Deerfield Management Company, L.P. – 2,103,653 Deerfield Special Situations Fund, L.P. – 514,423 Deerfield Partners, Deerfield International Master Fund, L.P. – 392,000 Deerfield Private Design Fund III, L.P. – James E. Flynn – 2,103,653 | |
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Page 12 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 12 of 15 |
(iii) | Sole power to dispose or to direct the disposition of | All Reporting Persons – 0 | |
(iv) | Shared power to dispose or to direct the disposition | Deerfield Mgmt, L.P. – 1,214,423 Deerfield Mgmt III, L.P. Deerfield Management Company, L.P. – 2,103,653 Deerfield Special Situations Fund, L.P. – 514,423 Deerfield Partners, Deerfield International Master Fund, L.P. – 392,000 Deerfield Private Design Fund III, L.P. – James E. Flynn – 2,103,653 |
**See footnotes on cover pages which are incorporated by reference herein.
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 the reporting person has ceased to be the beneficial | |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds | |
N/A | |
Item 7. | Identification and Classification of the Subsidiary |
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under | |
N/A | |
Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit | |
See Exhibit B | |
Item 9. | Notice of Dissolution of Group. |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings | |
N/A | |
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Page 13 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 13 of 15 |
Item 10. | Certifications. |
“By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired |
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Page 14 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 14 of 15 |
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.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT III, L.P.
By: J.E. Flynn Capital III, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND III, L.P.
By: Deerfield Mgmt III, L.P., General Partner
By: J.E. Flynn Capital III, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
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Page 15 of 18 – SEC Filing
CUSIP No. | 05070R104 | 13G | Page 15 of 15 |
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Date: April 25, 2017
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Page 16 of 18 – SEC Filing
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form
3 with regard to Editas Medicine, Inc. filed with the Securities and Exchange Commission on February 2, 2016 by Deerfield Mgmt
III, L.P., Deerfield Management Company, L.P., Deerfield Healthcare Innovations Fund, L.P., Deerfield Mgmt HIF, L.P., Deerfield
Private Design Fund III, L.P. and James E. Flynn.
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Page 17 of 18 – SEC Filing
Exhibit A
Joint Filing Agreement
The undersigned agree that this
Schedule 13G, and all amendments thereto, relating to the Common Stock, par value $0.00001 of Audentes Therapeutics, Inc.
shall be filed on behalf of the undersigned.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT III, L.P.
By: J.E. Flynn Capital III, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD SPECIAL SITUATIONS FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD INTERNATIONAL MASTER FUND, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND III, L.P.
By: Deerfield Mgmt III, L.P., General Partner
By: J.E. Flynn Capital III, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
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Page 18 of 18 – SEC Filing
Exhibit B
Due to the relationships between them, the
reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934.