13G Filing: James E. Flynn and Neos Therapeutics Inc (NEOS)

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Page 4 of 18 – SEC Filing

CUSIP No. 64052L106 13G Page 4
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)

(b) ☒

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

726,793 (3)

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

726,793 (3)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

726,793 (3)

10.

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

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.53%

12.

TYPE OF REPORTING PERSON*

PN

_________________

(3) Comprised of an aggregate of 99,501 shares of common stock
and 627,183 shares of common stock underlying convertible notes (based on the lowest conversion price of $7.00, subject to adjustment)
held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner. The provisions of the
convertible notes beneficially owned by the reporting person restrict the conversion of such securities to the extent that, upon
such exercise or conversion, the number of shares then beneficially owned by the holder and any other person or entities with
which such holder would constitute a Section 13(d) “group” would exceed 9.985% of the total number of shares of the
Issuer then outstanding.

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