13G Filing: James E. Flynn and Mannkind Corp (MNKD)

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Page 8 of 13 – SEC Filing

CUSIP No. 56400P706 13G Page 8
of 10 Pages
(g)

A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;

(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 Mgmt, L.P. – 5,217,391 shares

Deerfield Management Company,
L.P. – 5,217,391 shares

Deerfield Private Design Fund II, L.P. – 2,431,304
shares

Deerfield Private Design International II, L.P.
– 2,786,087 shares

James E. Flynn – 5,217,391 shares

(b) Percent of class**:

Deerfield Mgmt, L.P. – 5.17%

Deerfield Management Company,
L.P. – 5.17%

Deerfield Private Design Fund II, L.P. – 2.41%

Deerfield Private Design International II, L.P.
– 2.76%

James E. Flynn – 5.17%

(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. – 5,217,391

Deerfield Management Company, L.P. – 5,217,391

Deerfield Private Design Fund II, L.P. – 2,431,304

Deerfield Private Design International II, L.P.
– 2,786,087

James E. Flynn – 5,217,391

(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
of

Deerfield Mgmt, L.P. – 5,217,391

Deerfield Management Company, L.P. – 5,217,391

Deerfield Private Design Fund II, L.P. – 2,431,304

Deerfield Private Design International II, L.P. – 2,786,087

James E. Flynn – 5,217,391

**See footnotes on cover pages which are incorporated by reference
herein.

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