Filing Details
- Accession Number:
- 0001193805-18-001083
- Form Type:
- 13D Filing
- Publication Date:
- 2018-08-20 06:07:26
- Filed By:
- Flynn James E
- Company:
- Alpine Immune Sciences Inc. (NASDAQ:ALPN)
- Filing Date:
- 2018-08-20
- 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 Private Design Fund | 0 | 76,015 | 0 | 76,015 | 76,015 | 0.55% |
| Deerfield Special Situations Fund | 0 | 197,523 | 0 | 197,523 | 197,523 | 1.43% |
| Deerfield Private Design International | 0 | 122,350 | 0 | 122,350 | 122,350 | 0.88% |
| Deerfield Private Design Fund II | 0 | 137,306 | 0 | 137,306 | 137,306 | 0.99% |
| Deerfield Private Design International II | 0 | 157,343 | 0 | 157,343 | 157,343 | 1.14% |
| Deerfield Mgmt | 0 | 690,537 | 0 | 690,537 | 690,537 | 4.99% |
| Deerfield Management Company | 0 | 690,537 | 0 | 690,537 | 690,537 | 4.99% |
| James E. Flynn | 0 | 690,537 | 0 | 690,537 | 690,537 | 4.99 % |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 21.16d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a)
(Amendment No. 5)*
Alpine Immune Sciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
02083G100
(CUSIP Number)
| David Clark Deerfield Mgmt, L.P. 780 Third Avenue, 37th Floor New York, New York 10017 (212) 551-1600
With a copy to:
Jonathan D. Weiner, Esq. Mark D. Wood, 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)
August 15, 2018
(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 16 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. 02083G100 | Page 2 of 16 |
| 1 | NAME OF REPORTING PERSONS
Deerfield Private Design 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
76,015 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
76,015 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,015 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.55% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 02083G100 | Page 3 of 16 |
| 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
197,523 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
197,523 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,523 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.43% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 02083G100 | Page 4 of 16 |
| 1 | NAME OF REPORTING PERSONS
Deerfield Private Design International, 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
122,350 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
122,350 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,350 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.88% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 02083G100 | Page 5 of 16 |
| 1 | NAME OF REPORTING PERSONS
Deerfield Private Design Fund II, 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
137,306 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
137,306 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,306 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.99% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 02083G100 | Page 6 of 16 |
| 1 | NAME OF REPORTING PERSONS
Deerfield Private Design International II, 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
157,343 | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
157,343 | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,343 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.14% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
SCHEDULE 13D
| Cusip No. 02083G100 | Page 7 of 16 |
| 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
690,537 (1) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
690,537 (1) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,537 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
(1) Comprised of 197,523 shares held by Deerfield Special Situations Fund, L.P., 76,015 shares held by Deerfield Private Design Fund, L.P., 122,350 shares held by Deerfield Private Design International, L.P., 137,306 shares held by Deerfield Private Design Fund II, L.P., and 157,343 shares held by Deerfield Private Design International II, L.P.
SCHEDULE 13D
| Cusip No. 02083G100 | Page 8 of 16 |
| 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
690,537 (2) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
690,537 (2) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,537 (2) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
(2) Comprised of 197,523 shares held by Deerfield Special Situations Fund, L.P., 76,015 shares held by Deerfield Private Design Fund, L.P., 122,350 shares held by Deerfield Private Design International, L.P., 137,306 shares held by Deerfield Private Design Fund II, L.P., and 157,343 shares held by Deerfield Private Design International II, L.P.
SCHEDULE 13D
| Cusip No. 02083G100 | Page 9 of 16 |
| 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 of America | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
690,537 (3) | ||
| 9
| SOLE DISPOSITIVE POWER
0 | ||
| 10
| SHARED DISPOSITIVE POWER
690,537 (3) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,537 (3) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
| ☐ | |
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99 % | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
(3) Comprised of 197,523 shares held by Deerfield Special Situations Fund, L.P., 76,015 shares held by Deerfield Private Design, L.P., 122,350 shares held by Deerfield Private Design International, L.P., 137,306 shares held by Deerfield Private Design Fund II, L.P., and 157,343 shares held by Deerfield Private Design International II, L.P.
Page 10 of 16
This Amendment No. 5 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed on July 28, 2017 by (i) Deerfield Mgmt, L.P. (“Deerfield Mgmt”), (ii) Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations Fund”), (iii) Deerfield Management Company, L.P. (“Deerfield Management”), (iv) Deerfield Private Design Fund, L.P. (“Deerfield Private Design”), (v) Deerfield Private Design International, L.P. (“Deerfield Private Design International”), (vi) Deerfield Private Design Fund II, L.P. (“Deerfield Private Design II”), (vii) Deerfield Private Design International II, L.P. (“Deerfield Private Design International II”) and (viii) James E. Flynn, a natural person (“Flynn” and collectively with Deerfield Mgmt, Deerfield Special Situations Fund, Deerfield Management, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II, the “Reporting Persons”), with respect to the securities of Alpine Immune Sciences, Inc. (formerly, Nivalis Therapeutics, Inc.) (the “Issuer”), as amended by Amendment Nos. 1, 2, 3 and 4 thereto, filed on September 20, 2016, April 25, 2017, July 28, 2017 and August 22, 2017, respectively (as amended, the “Schedule 13D”). Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II are collectively referred to herein as the “Funds.”
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Scheduled 13D.
Item 5. Interest 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 Mgmt
Number of shares: 690,537 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II)
Percentage of shares: 4.99%
(2) Deerfield Management
Number of shares: 690,537 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II)
Percentage of shares: 4.99%
(3) Deerfield Special Situations Fund
Number of shares: 197,523
Percentage of shares: 1.43%
(4) Deerfield Private Design
Number of shares: 76,015
Page 11 of 16
Percentage of shares: 0.55%
(5) Deerfield Private Design International
Number of Shares: 122,350
Percentage of Shares: 0.88%
(6) Deerfield Private Design II
Number of Shares: 137,306
Percentage of Shares: 0.99%
(7) Deerfield Private Design International II
Number of Shares: 157,343
Percentage of Shares: 1.14%
(8) Flynn
Number of shares: 690,537 (comprised of shares held by Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II)
Percentage of shares: 4.99%
(b)
(1) Deerfield Mgmt
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 690,537
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 690,537
(2) Deerfield Management
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 690,537
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 690,537
(3) Deerfield Special Situations Fund
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 197,523
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 197,523
Page 12 of 16
(4) Deerfield Private Design
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 76,015
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 76,015
(5) Deerfield Private Design International
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 122,350
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 122,350
(6) Deerfield Private Design II
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 137,306
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 137,306
(7) Deerfield Private Design International II
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 157,343
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 157,343
(8) Flynn
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 690,537
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 690,537
Flynn is the sole member of the general partner of each of Deerfield Mgmt and Deerfield Management. Deerfield Mgmt is the general partner, and Deerfield Management is the investment advisor, of Deerfield Special Situations Fund, Deerfield Private Design, Deerfield Private Design International, Deerfield Private Design II and Deerfield Private Design International II.
(c) Transactions in the Common Stock effected by the Reporting Persons in the last sixty (60) days are set forth on Schedule A to this Amendment. All of the transactions reflected in Schedule A to this Amendment were effected in open market transactions on the Nasdaq Global Market in the ordinary course of the applicable Reporting Person’s business.
(e) As of August 17, 2018, the Reporting Persons ceased to beneficially own more than five percent of the Common Stock.
Page 13 of 16
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: August 20, 2018
| DEERFIELD MGMT, L.P.
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
DEERFIELD PRIVATE DESIGN 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 PRIVATE DESIGN INTERNATIONAL, L.P.
By: Deerfield Mgmt, L.P., General Partner By: J.E. Flynn Capital, LLC, General Partner
By: Name: Jonathan Isler Title: Attorney-in-Fact |
Page 14 of 16
DEERFIELD PRIVATE DESIGN FUND II, 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 INTERNATIONAL II, 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 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 | |
Page 15 of 16
Schedule A
| Reporting Person | Date | Number of shares Sold | Price per Share ($)* | Price Range ($)** |
| Deerfield Private Design Fund II, L.P. | July 31, 2018 | 13,864 | 7.02 | 6.98-7.30 |
| Deerfield Private Design International II, L.P. | July 31, 2018 | 15,888 | 7.02 | 6.98-7.30 |
| Deerfield Private Design Fund, L.P. | July 31, 2018 | 7,676 | 7.02 | 6.98-7.30 |
| Deerfield Private Design International, L.P. | July 31, 2018 | 12,354 | 7.02 | 6.98-7.30 |
| Deerfield Special Situations Fund, L.P. | July 31, 2018 | 19,945 | 7.02 | 6.98-7.30 |
| Deerfield Private Design Fund II, L.P. | August 1, 2018 | 676 | 6.91 | 6.77-7.14 |
| Deerfield Private Design International II, L.P. | August 1, 2018 | 774 | 6.91 | 6.77-7.14 |
| Deerfield Private Design Fund, L.P. | August 1, 2018 | 374 | 6.91 | 6.77-7.14 |
| Deerfield Private Design International, L.P. | August 1, 2018 | 603 | 6.91 | 6.77-7.14 |
| Deerfield Special Situations Fund, L.P. | August 1, 2018 | 973 | 6.91 | 6.77-7.14 |
| Deerfield Private Design Fund II, L.P. | August 2, 2018 | 1,116 | 7.13 | 7.00-7.30 |
| Deerfield Private Design International II, L.P. | August 2, 2018 | 1,279 | 7.13 | 7.00-7.30 |
| Deerfield Private Design Fund, L.P. | August 2, 2018 | 618 | 7.13 | 7.00-7.30 |
| Deerfield Private Design International, L.P. | August 2, 2018 | 995 | 7.13 | 7.00-7.30 |
| Deerfield Special Situations Fund, L.P. | August 2, 2018 | 1,606 | 7.13 | 7.00-7.30 |
| Deerfield Private Design Fund II, L.P. | August 3, 2018 | 338 | 7.01 | 7.00-7.01 |
| Deerfield Private Design International II, L.P. | August 3, 2018 | 388 | 7.01 | 7.00-7.01 |
| Deerfield Private Design Fund, L.P. | August 3, 2018 | 187 | 7.01 | 7.00-7.01 |
| Deerfield Private Design International, L.P. | August 3, 2018 | 301 | 7.01 | 7.00-7.01 |
| Deerfield Special Situations Fund, L.P. | August 3, 2018 | 486 | 7.01 | 7.00-7.01 |
| Deerfield Private Design Fund II, L.P. | August 6, 2018 | 3,561 | 6.85 | 6.78-6.93 |
| Deerfield Private Design International II, L.P. | August 6, 2018 | 4,080 | 6.85 | 6.78-6.93 |
| Deerfield Private Design Fund, L.P. | August 6, 2018 | 1,971 | 6.85 | 6.78-6.93 |
| Deerfield Private Design International, L.P. | August 6, 2018 | 3,174 | 6.85 | 6.78-6.93 |
| Deerfield Special Situations Fund, L.P. | August 6, 2018 | 5,123 | 6.85 | 6.78-6.93 |
| Deerfield Private Design Fund II, L.P. | August 7, 2018 | 239 | 6.88 | 6.81-6.98 |
| Deerfield Private Design International II, L.P. | August 7, 2018 | 273 | 6.88 | 6.81-6.98 |
| Deerfield Private Design Fund, L.P. | August 7, 2018 | 132 | 6.88 | 6.81-6.98 |
| Deerfield Private Design International, L.P. | August 7, 2018 | 213 | 6.88 | 6.81-6.98 |
| Deerfield Special Situations Fund, L.P. | August 7, 2018 | 343 | 6.88 | 6.81-6.98 |
| Deerfield Private Design Fund II, L.P. | August 8, 2018 | 87 | 7.10 | Not applicable |
| Deerfield Private Design International II, L.P. | August 8, 2018 | 99 | 7.10 | Not applicable |
| Deerfield Private Design Fund, L.P. | August 8, 2018 | 48 | 7.10 | Not applicable |
| Deerfield Private Design International, L.P. | August 8, 2018 | 77 | 7.10 | Not applicable |
| Deerfield Special Situations Fund, L.P. | August 8, 2018 | 124 | 7.10 | Not applicable |
| Deerfield Private Design Fund II, L.P. | August 9, 2018 | 318 | 6.87 | 6.82-6.97 |
| Deerfield Private Design International II, L.P. | August 9, 2018 | 364 | 6.87 | 6.82-6.97 |
| Deerfield Private Design Fund, L.P. | August 9, 2018 | 176 | 6.87 | 6.82-6.97 |
Page 16 of 16
| Deerfield Private Design International, L.P. | August 9, 2018 | 284 | 6.87 | 6.82-6.97 |
| Deerfield Special Situations Fund, L.P. | August 9, 2018 | 458 | 6.87 | 6.82-6.97 |
| Deerfield Private Design Fund II, L.P. | August 13, 2018 | 2,086 | 6.90 | 6.81-6.98 |
| Deerfield Private Design International II, L.P. | August 13, 2018 | 2,390 | 6.90 | 6.81-6.98 |
| Deerfield Private Design Fund, L.P. | August 13, 2018 | 1,155 | 6.90 | 6.81-6.98 |
| Deerfield Private Design International, L.P. | August 13, 2018 | 1,859 | 6.90 | 6.81-6.98 |
| Deerfield Special Situations Fund, L.P. | August 13, 2018 | 3,000 | 6.90 | 6.81-6.98 |
| Deerfield Private Design Fund II, L.P. | August 14, 2018 | 179 | 7.07 | 7.05-7.10 |
| Deerfield Private Design International II, L.P. | August 14, 2018 | 205 | 7.07 | 7.05-7.10 |
| Deerfield Private Design Fund, L.P. | August 14, 2018 | 99 | 7.07 | 7.05-7.10 |
| Deerfield Private Design International, L.P. | August 14, 2018 | 160 | 7.07 | 7.05-7.10 |
| Deerfield Special Situations Fund, L.P. | August 14, 2018 | 257 | 7.07 | 7.05-7.10 |
| Deerfield Private Design Fund II, L.P. | August 15, 2018 | 3,160 | 6.69 | 6.60-6.76 |
| Deerfield Private Design International II, L.P. | August 15, 2018 | 3,623 | 6.69 | 6.60-6.76 |
| Deerfield Private Design Fund, L.P. | August 15, 2018 | 1,750 | 6.69 | 6.60-6.76 |
| Deerfield Private Design International, L.P. | August 15, 2018 | 2,817 | 6.69 | 6.60-6.76 |
| Deerfield Special Situations Fund, L.P. | August 15, 2018 | 4,547 | 6.69 | 6.60-6.76 |
| Deerfield Private Design Fund II, L.P. | August 16, 2018 | 1,259 | 6.52 | 6.50-6.56 |
| Deerfield Private Design International II, L.P. | August 16, 2018 | 1,442 | 6.52 | 6.50-6.56 |
| Deerfield Private Design Fund, L.P. | August 16, 2018 | 697 | 6.52 | 6.50-6.56 |
| Deerfield Private Design International, L.P. | August 16, 2018 | 1,122 | 6.52 | 6.50-6.56 |
| Deerfield Special Situations Fund, L.P. | August 16, 2018 | 1,811 | 6.52 | 6.50-6.56 |
| Deerfield Private Design Fund II, L.P. | August 17, 2018 | 17,371 | 6.05 | 5.85-6.85 |
| Deerfield Private Design International II, L.P. | August 17, 2018 | 19,905 | 6.05 | 5.85-6.55 |
| Deerfield Private Design Fund, L.P. | August 17, 2018 | 9,617 | 6.05 | 5.85-6.55 |
| Deerfield Private Design International, L.P. | August 17, 2018 | 15,479 | 6.05 | 5.85-6.55 |
| Deerfield Special Situations Fund, L.P. | August 17, 2018 | 24,988 | 6.05 | 5.85-6.55 |
* Each price per share reported in the “Price per Share” column of this Schedule A is a weighted average price, except with respect to trades on August 8, 2018. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the “Price Range” column of this Schedule A.
** The shares were sold in multiple transactions at prices within the price range indicated (unless otherwise indicated).