Filing Details
- Accession Number:
- 0001193805-17-003552
- Form Type:
- 13D Filing
- Publication Date:
- 2017-12-04 17:16:05
- Filed By:
- Flynn James E
- Company:
- Protara Therapeutics Inc. (NASDAQ:TARA)
- Filing Date:
- 2017-12-04
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Deerfield Special Situations Fund | 0 | 149,676 | 0 | 149,676 | 149,676 | 0.85% |
| Deerfield Partners | 0 | 197,424 | 0 | 197,424 | 197,424 | 1.12% |
| Deerfield International Master Fund | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Deerfield Private Design Fund III | 0 | 877,799 | 0 | 877,799 | 877,799 | 4.98% |
| Deerfield Private Design Fund IV | 0 | 16,082,018 | 0 | 16,082,018 | 16,082,018 | 9.985% |
| Deerfield Mgmt | 0 | 347,100 | 0 | 347,100 | 347,100 | 1.97% |
| Deerfield Mgmt III | 0 | 877,799 | 0 | 877,799 | 877,799 | 4.98% |
| Deerfield Mgmt IV | 0 | 16,082,018 | 0 | 16,082,018 | 16,082,018 | 9.985% |
| Deerfield Management Company | 0 | 17,306,917 | 0 | 17,306,917 | 17,306,917 | 9.985% |
| James E. Flynn | 0 | 17,306,917 | 0 | 17,306,917 | 17,306,917 | 9.985% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 3)*
Proteon Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74371L109
(CUSIP Number)
| David Clark Elliot Press Deerfield Mgmt, L.P. 780 Third Avenue, 37th Floor New York, New York 10017 (212) 551-1600
With a copy to:
Mark D. Wood, Esq. Jonathan D. Weiner, Esq. Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022 (212) 940-8800
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 30, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following
pages)
(Page 1 of 17 Pages)
* 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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
| Cusip No. 74371L109 | Page 2 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Special Situations Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
149,676 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
149,676 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,676 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.85% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 74371L109 | Page 3 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Partners, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
197,424 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
197,424 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,424 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 74371L109 | Page 4 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield International Master Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
0 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 74371L109 | Page 5 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Private Design Fund III, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
877,799 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
877,799 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,799 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 74371L109 | Page 6 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Private Design Fund IV, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
16,082,018 (1)(2) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
16,082,018 (1)(2) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,082,018 (1)(2) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.985% (2) | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
(1) Comprised of shares of common stock issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”).
(2) The provisions of the Series A Convertible Preferred Stock beneficially owned by the reporting person restrict the conversion of such securities to the extent that, upon such conversion, the number of shares of the Issuer’s common stock then beneficially owned by the holder and its affiliates 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’s common stock then outstanding (the “Ownership Cap”). Accordingly, notwithstanding the number of shares reported, the reporting person disclaims beneficial ownership of the shares of common stock issuable upon conversion of such preferred stock to the extent that upon such conversion the number of shares beneficially owned by all reporting persons hereunder, in the aggregate, would exceed the Ownership Cap.
SCHEDULE 13D
| Cusip No. 74371L109 | Page 7 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Mgmt, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
347,100 (3) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
347,100 (3) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,100 (3) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.97% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
(3) Comprised of shares of common stock held by Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.
SCHEDULE 13D
| Cusip No. 74371L109 | Page 8 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Mgmt III, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
877,799 (4) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
877,799 (4) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,799 (4) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
(4) Comprised of shares of Common Stock held by Deerfield Private Design Fund III, L.P., of which Deerfield Mgmt III, L.P. is the general partner.
SCHEDULE 13D
| Cusip No. 74371L109 | Page 9 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Mgmt IV, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
16,082,018 (5)(6) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
16,082,018 (5)(6) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,082,018 (5)(6) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.985% (6) | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
(5) Comprised of shares of common stock issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred Stock held by Deerfield Private Design Fund IV, L.P., of which Deerfield Mgmt IV, L.P. is the general partner.
(6) See footnote 2.
SCHEDULE 13D
| Cusip No. 74371L109 | Page 10 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
Deerfield Management Company, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
17,306,917 (7)(8) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
17,306,917 (7)(8) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,306,917 (7)(8) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.985% (8) | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
(7) Comprised of (i) an aggregate of 1,224,899 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P., and (ii) 16,082,018 shares of common stock issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred Stock held by Deerfield Private Design Fund IV, L.P. Deerfield Management Company, L.P. is the investment manager of Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P. and Deerfield Private Design Fund IV, L.P.
(8) See footnote 2.
SCHEDULE 13D
| Cusip No. 74371L109 | Page 11 of 17 Pages |
| 1 | NAME OF REPORTING PERSONS
James E. Flynn | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒
| |
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
17,306,917 (9)(10) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
17,306,917 (9)(10) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,306,917 (9)(10) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.985% (10) | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
(9) Comprised of (i) an aggregate of 1,224,899 shares of common stock held by Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Partners, L.P., and (ii) 16,082,018 shares of common stock issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred Stock held by Deerfield Private Design Fund IV, L.P. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P. Deerfield Management Company, L.P. is the investment manager of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P. Deerfield Mgmt III, L.P is the general partner of Deerfield Private Design Fund III, L.P. Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design Fund IV, L.P. Deerfield Mgmt, L.P. is the general partner of each of Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P. and Deerfield International Master Fund, L.P.
(10) See footnote 2.
Page 12 of 17
This Amendment No. 3 (this “Amendment”) to Schedule 13D amends the Schedule 13D (as previously amended, the “Schedule 13D”) filed by (i) Deerfield Mgmt, L.P. (“Deerfield Mgmt”), (ii) Deerfield Management Company, L.P. (“Deerfield Management”), (iii) Deerfield Mgmt III, L.P. (“Deerfield Mgmt III”), (iv) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (v) Deerfield Partners, L.P. (“Deerfield Partners”), (vi) Deerfield International Master Fund, L.P. (“Deerfield International Master Fund”), (vii) Deerfield Private Design Fund III, L.P. (“Deerfield Private Design Fund III”), (viii) Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design Fund IV”), (ix) Deerfield Mgmt, L.P. (“Deerfield Mgmt IV”) and (x) James E. Flynn (“Flynn” and, collectively with Deerfield Mgmt, Deerfield Management, Deerfield Mgmt III, Deerfield Special Situations Fund, Deerfield Partners, Deerfield International Master Fund, Deerfield Private Design Fund III, Deerfield Private Design Fund IV and Deerfield Mgmt IV, the “Reporting Persons”), with respect to the securities of Proteon Therapeutics, Inc., as amended by Amendment Nos. 1 and 2 to the Schedule 13D filed on August 4, 2017 and August 22, 2017. Deerfield Special Situations Fund, Deerfield Partners, Deerfield International Master Fund, Deerfield Private Design Fund III and Deerfield Private Design Fund IV are collectively referred to herein as the “Funds”.
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended by adding the following:
On December 1, 2017, Deerfield Partners purchased from Deerfield International Master Fund 110,557 shares of Common Stock in a private transaction for an aggregate purchase price of $193,474.75. Deerfield Partners utilized cash on hand to fund the purchase price for such shares.
| Item 5. | Interests in Securities of the Issuer |
Items 5(a), (b) (c) and (e) of the Schedule 13D are hereby amended and restated as follows:
(a)
(1) Deerfield Management
Number of shares: 17,306,917
Percentage of shares: 9.985%*
(2) Deerfield Mgmt
Number of shares: 347,100
Percentage of shares: 1.97%*
(3) Deerfield Mgmt III
Number of Shares: 877,799
Percentage of Shares: 4.98%*
Page 13 of 17
(4) Deerfield Partners
Number of shares: 197,424
Percentage of shares: 1.12%*
(5) Deerfield Special Situations Fund
Number of shares: 149,676
Percentage of shares: 0.85%*
(6) Deerfield International Master Fund
Number of Shares: 0
Percentage of Shares: 0.00%
(7) Deerfield Private Design Fund III
Number of Shares: 877,799
Percentage of Shares: 4.98%*
(8) Deerfield Private Design Fund IV
Number of Shares: 16,082,018
Percentage of Shares: 9.985%*
(9) Deerfield Mgmt IV
Number of Shares: 16,082,018
Percentage of Shares: 9.985%*
(10) Flynn
Number of shares: 17,306,917
Percentage of shares: 9.985%*
*Percentage beneficial ownership reported herein reflects 17,619,418 shares of Common Stock outstanding as of October 31, 2017, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.
(b)
(1) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 17,306,917
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 17,306,917
Page 14 of 17
(2) Deerfield Mgmt
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 347,100
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 347,100
(3) Deerfield Mgmt III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 877,799
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 877,799
(4) Deerfield Partners
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 197,424
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 197,424
(5) Deerfield Special Situations Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 149,676
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 149,676
(6) Deerfield International Master Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 0
(7) Deerfield Private Design Fund III
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 877,799
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 877,799
(8) Deerfield Private Design Fund IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 16,082,018
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 16,082,018
Page 15 of 17
(9) Deerfield Mgmt IV
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 16,082,018
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 16,082,018
(10) Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 17,306,917
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 17,306,917
Flynn is the sole member of the general partner of each of Deerfield Mgmt, Deerfield Mgmt III, Deerfield Mgmt IV and Deerfield Management. Deerfield Mgmt is the general partner of Deerfield Special Situations Fund, Deerfield Partners and Deerfield International Master Fund. Deerfield Mgmt III is the general partner of Deerfield Private Design Fund III. Deerfield Mgmt IV is the general partner of Deerfield Private Design Fund IV. Deerfield Management is the investment manager of each of Deerfield Special Situations Fund, Deerfield Private Design Fund III, Deerfield Partners, Deerfield International Master Fund and Deerfield Private Design Fund IV.
(c) On November 30, 2017, Deerfield International Master Fund transferred an aggregate of 110,557 shares of Common Stock to Deerfield Partners at a price of $1.75 per share in a private transaction.
(e) On November 30, 2017, Deerfield International Master Fund ceased to beneficially own more than five percent of the outstanding Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 4, 2017
DEERFIELD MGMT, L.P. By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact
DEERFIELD MGMT III, L.P. By: J.E. Flynn Capital III, LLC, General Partner
By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact
DEERFIELD MGMT IV, L.P. By: J.E. Flynn Capital IV, LLC, General Partner
By: /s/ Jonathan Isler Name: Jonathan Isler Title: 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 Name: Jonathan Isler Title: 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 Name: Jonathan Isler Title: Attorney-in-Fact |
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DEERFIELD PARTNERS, L.P. By: Deerfield Mgmt, L.P., General Partner By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler Name: Jonathan Isler Title: 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 Name: Jonathan Isler Title: Attorney-in-Fact
DEERFIELD PRIVATE DESIGN FUND IV, L.P. By: Deerfield Mgmt IV, L.P., General Partner By: J.E. Flynn Capital IV, LLC, General Partner
By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact
DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler Name: Jonathan Isler Title: Attorney-in-Fact
JAMES E. FLYNN
/s/ Jonathan Isler Jonathan Isler, Attorney-in-Fact |